Remanoir
by xCanaan
Summary: Emiya Shirou abandoned his ideals to become the hero she needed him to be, yet his actions led to the world to cast them away in an effort to save itself. Placing the victors of the Fifth Holy Grail War and a freed malevolent entity in an entirely different world. A world that is now shattered and broken.
1. Ch 1: The Way That We Have Been

Chapter 001 – The Way That We Have Been

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"Almost home…" a little bunny-eared girl muttered to herself as she walked down the cobblestone street of Oakenhille. A relatively safe and small farming and logging village on the fringes of Vale's northeast borders. Although at one point it had been bigger, namely when it had been created, as it had been founded for the express purpose of mining a newly discovered Dust vein, it was now much smaller, as the vein had dried up, and many people had left, looking for better job opportunities. Now the village mostly consisted of its inhabitants that had never left, or those who seek to get away from the hustle-n-bustle of the city for a simpler life. Many houses on the outskirts of the village now lay abandoned, but was making a slow, but sure, recovery due to the staple-crop farming and high-quality timber Oakenhille provided to the Kingdom of Vale.

The girl had had another long day in her elementary school and longed to get back to the comfort and safety of her home. This was in no small part to her classmates' incessant need to humiliate her because of her rabbit ears, a very clear sign that she was a Faunus. Faunus were actually pretty much identical to humans in every way that mattered, save for some animal characteristics, like animal ears, a tail, cat eyes…Pretty much anything could go. Unfortunately, it also meant that those exhibiting these traits were severely discriminated against, for reasons that the girl didn't really understand. She didn't really know why some of the other girls in her class would gossip about her just because she had an extra pair of ears. If anything, she thought it made her cuter. At least that was what her mother said. They also didn't know that she could hear EVERYTHING they said even if they were whispering. It hurt to know that people called her a freak or an animal, after all she had never done anything to hurt them, so why were they so mean with her?

The boys on the other hand were much more physical. Some boy named Rouge Rubar who sat behind her in class had yanked on both of her ears again while reading. She had yelped loudly in the middle of reading time, which had led to Mrs. Ginee to berate Rouge while she softly rubbed her drooping ears. She would always say that Velvet needed to stand up for herself, since she wouldn't always be there for her, unlike her mother.

Velvet had always liked Mrs. Ginee, she didn't make fun of her because she was a Faunus (and she also gave out this super yummy vegetable bread that none of the other students liked. More for herself!). However, the teacher was a minority in the village. Most people would ignore the bullying entirely thinking it was children being children. Although, children were impressionable so they had to have picked it up from somewhere. It also didn't help that there were only three Faunus families in the village of Oakenhille (four before the Addersons had left the village for the city of Vale last year), thus one didn't see it often.

Pausing, she opened her bag and looked inside to make sure she didn't leave anything behind. She had a habit of leaving her pencils behind in her cubby box then having to borrow her sister's, which made her slightly mad after the first ten times. Rummaging through her things, she found the book she had picked up in the library named 'The First Hero.' She thought the name was pretty cool, but it was a few levels above her reading level, unfortunately. She wanted a challenge though since most books in the library were childish, about princesses and princes and the like. And while like every girl, she liked them, but knew that life wasn't always so simple or easy. Although, she hadn't read this book before, she knew it was an old fairy tale that was known for its rather…. interpretive endings. Depending on who you asked and what version you picked up you got anything from a gleeful happily-ever-after to a melancholic ending. Thus, she wanted to read the book herself, and see what _she_ made of the story.

She gently placed the book back into her bag and looked over to her right. Where her little sister Clover, who had ash-colored bunny ears (she herself had cocoa-tinted ears), was merrily skipping alongside her older sister by one year (she had begrudgingly shared some of that super awesome vegetable bread with her). Her sister, noticing her staring, turned to look at her, head tilted to the side.

"Wut is it sis?" asked little Clover with her small hazel eyes. A small grin appeared on her face, with some of the crumbs of the vegetable bread still remaining around her mouth, giving her a cute look.

"Are you still scared from the ground shaking this morning? Need me to hold your hand?"

"No!" she quickly retorted. Clover was much more mischievous and outgoing compared to herself. She always envied that trait of her younger sister. It mostly stemmed from her mother spoiling the youngest of the family. Something that Clover had quickly learnt to exploit, what with her using the Puppy Dog Eyes on the Scarlatina matriarch whenever she wanted something. Their mother never could resist those eyes, though to be fair, few could, and most of those were among the mean people anyway.

"It was barely even shaking. Although, Ms. Ginee made us go under our chairs. That was pretty fun."

In truth, anything that broke from the norm of school was fun. Fire drills and Grimm alarms were treated more like small parties to the students, much to the chagrin of the few teachers at her school. Alas, in their young age, they would take anything over seating at their desks and listening to the teacher drone on and on, even if it was supposed to save their life in case of a Grimm incursion or a fire.

"Yeah, Mr. Hoover made us go under our chairs too," she spoke as she nibbled down the last bite of the bread. They both walked down the path, taking in the sights of the small buildings that held houses and small, but numerous shops. The village wasn't that big, but it was quite homely, with a lot of small shops that held everything, from freshly baked bread to weapons for the few Huntsmen and Huntresses of the village alongside the local militia (although they were more for guiding the residents away from danger while the Huntsmen dealt with the threat, as many of them did not have their aura unlocked).

A voice called out from behind the two, stopping the girl from further pondering.

"Excuse me you two. May I ask you a question?"

Both sisters turned around to face the feminine voice behind them, their eyes widening as the caught sight of the person who had spoken.

'Wow! She's really pretty!' Velvet thought to herself as she noticed the young woman's long raven hair, held up in twintails. She was wearing a red long-sleeved sweater with a cross on the front with a black short skirt and knee-socks stopping at mid-thigh. She had piercing azure eyes and smooth creamy skin, something that she heard older girls envied, though to Velvet, that only made the woman very pretty. Also, for some reason, her mind told her that the super-friendly smile on the woman's face was fake, but Velvet didn't believe that. Anyone smiling like that couldn't be faking it, right?

'Mom would be super jealous of her. Although mom is pretty too!'

Her mother probably had a good decade or more of experience than this pretty lady, though she didn't know which one was prettier, her mother or the lady. While her mother _was_ pretty, the lady had something about her that made her stand out, a way of holding herself that she couldn't help but envy. It was confident, borderline arrogant, and spoke of a person who expected to be respected, someone that people looked up to by sheer instinct.

"What do you want to ask?" Clover asked, still smiling (Her manipulative, I'm-super-cute-and-I-know-it smile she used to get extra helpings of desert).

"Hey, mom said not to talk to strangers," she warned her sister. It was a carryover of when her mother used to live in the big city, not particularly useful in a village where everyone knew each other. And Velvet has never seen this lady before, which meant that she was an unknown.

"Oh, don't worry! I just need to ask you two things really quick," smiled the young woman. She seemed amused by the almost panic Velvet was experiencing, though it didn't seem malicious, more like an adult finding fun in a flustered child.

'Um, I think she's okay. No one that pretty could be that bad, could they?' Velvet mused. Plus, her smile was way too friendly for someone who would want to hurt them.

"Uh, okay what do you need?" she eventually asked, her voice meek.

"You two are Faunus, right?"

The browned-eared girl slightly cringed.

 _'Oh great, here comes another meanie.'_

"Yup!" this time Clover spoke with gusto.

Everyone knew what a Faunus was. Unless you managed to live under a rock out in the Badlands for your entire life, you knew what a Faunus was. Unfortunately, or fortunately, depending on the point of view, Clover had yet to be exposed to the racism towards their kind, either because there were fewer students in her year, or because they had yet to pick it up from someone around them, Velvet didn't know. She dreaded to think what it would feel like for her sister when they would begin picking on her. It hadn't been easy for her either, to suddenly have people you were friends with in kindergarten start bullying you for no obvious reason.

"Okay. Now for my second question. Could you tell me where to find the…" the lady was interrupted by a hand being placed on her shoulder. It was a tall, blue-haired man who came out from his shop still wearing his apron.

"Excuse me miss, are these two bothering you?" This was Mr. Brighton, he was known for being racist against Faunus ever since his childhood sweetheart married the Addersons's eldest son before they moved to Vale. Though, unlike most, he was always indirect about it as to not tarnish his 'nice-guy' appearance. Subtly charging the Faunus families more for the same service, that kind of thing. However, everyone in the village knew about it. He was also one of the few single men left in the village, at least that what her mother said. That and to never go into his shop. He was also putting on his 'charming-guy' smile while subtly eyeing her up and down.

The pretty lady left eye slightly twitched (out of view of the man, but all too clear for Velvet), and she subtly shifted her shoulders to remove the man's hand from them. For some reason, her smile seemed to become rather forced, and Velvet feared that Mr. Brighton might get slapped. Oh, he'd deserve it, but then he'd get angry, and take out his anger on the easiest target, which at the moment, were her little sister and her. They'd run, of course, but she could do without being chased around the village by an angry man.

"Oh no, these two are being just absolute sweethearts. I just needed…"

"Why don't you come into my shop and we can get you what you need? These _'Faunus'_ probably need to back home," he spoke with a slight sneer as he regarded the two sisters.

This time the woman's eye began to twitch even more, and Velvet could tell that she didn't like being interrupted. Her mother had told her that no woman liked having idiots drooling over them, and the lady seemed to be the kind of woman who really, _really_ didn't like it, nor being interrupted. And from the single, _terrifying_ experience she had with women like that, she knew that the nice lady was very likely to explode in a way that would be quite unfortunate for her would-be suitor.

"No thank you, I was in the perfect company of this two before you came about. _You should get back to… tending your establishment and leave us be_ ," she glared, her eyes flashing strangely for a split second as they made contact with Mr. Brighton's.

" _I…. uh… umm_. I mean yes, I'll go back to tending my shop you have a nice day."

His words were strangely slurred to Velvet's ears, was Mr. Brighton coming down with the flu? It was out of season at the moment, but that didn't mean it was impossible either. Slowly, he turned around and walked back into his shop, both Clover and Velvet captivated by the lady. She talked down Mr. Brighton before he even had a chance to flirt with her! Their mother could learn a thing or two from her! The Scarlatina matriarch was always a pushover when it came to handsome men. She always told them stories of their daddy using his sweet nothings to sweep her off her feet, whatever that meant. However, Velvet became slightly depressed at the thought of her father.

The lady pinched her nose and let out a quiet groan.

"Can't believe I just did that. I must be really wound up," she quietly muttered to herself, most likely not expecting the sisters to hear her every word.

"At least he went away. Mommy says he's a meanie," Clover remarked, making the woman look at them with wide eyes.

"How did you?" she looked at Clover incredulously. Clover merely pointed to her animal appendages sitting on her head.

"Right, Faunus," she sighed, "Your mother is a smart woman. Anyways, could you point me the way to the Harvest Moon Inn? I seem to have lost my way while shopping for groceries," she explained, showing a small bag of groceries in her right hand with another smile on her face, this time far less forced than the one she had shown Mr. Brighton.

"Are you new to Oakenhille? What's your name? How old are you? You know you're really pretty! Almost prettier than mommy! But mommy has bigger boobs! Are…" started Clover, childlike curiosity clear in her eyes as she stared at the taken aback young woman.

"I uh… wait, what!?" stammered said woman, caught off guard by Clover's antics. She obviously wasn't used to dealing with children.

"What is coming out of your mouth young lady!" she growled, reaching down and pinching Clover's cheeks.

"Awwaah! Stwaaap. I gwiwvee… I gwiivveee…" squealed the small girl, giggling the whole time.

"Ah! Ah! Clover, we need to get back home. Mom is going to get worried!" spoke up Velvet. While she could see that the young woman wasn't really hurting her sister, she knew Clover could easily anger her even more with her playful remarks, and she didn't think it was a good idea to piss off a stranger they knew almost nothing of. Plus, this woman had made Mr. Brighton leave very easily, so they didn't want to anger her too much.

"The Harvest Moon Inn is down the street and to the right of the carpenter's shop," she added, this time to the fuming lady, who was glaring at her sister as if she hoped to cause her to spontaneously combust. Her arms had crossed under her chest, making her breasts seem slightly bigger, something she had seen other older women do when their breast size was talked about.

"Ah I see, well thank you miss…?" she nodded, taking a deep breath to calm herself.

"Umm…." She hesitated, unsure of giving her name to a stranger, but she eventually relented, it was just her name after all, it wasn't as if she was following someone she didn't know.

"Velvet…. Scarlatina…. And this is my sister Clover."

"Well Miss Scarlatina, thank you for your help. Hope to see you around again soon," waved the stranger, taking a few steps before pausing, her hand fishing a small Lien card in her pocket and plucking it directly into the Faunus' small hands. A small tingling feeling shot up her arm as their skin made contact.

"Ah! I can't take this!" stammered Velvet. Her mother had always been very clear of _never_ accepting things from strangers, telling her horror stories about what happened to the children who did accept.

"Think of it as payment for your services," grinned the young woman, giving the sisters a wink, before walking down the street until she was out of sight.

"She was nice," remarked Clover, breaking the silence, as she rubbed her cheeks.

"Yeah, she was…" nodded Velvet.

It was rare for them to meet people who were that nice. Most strangers avoided them or didn't even notice them, and those who didn't usually went out of their way to be mean to them. Someone who didn't ignore them _and_ was nice to them was a welcome novelty.

"Anyways! How much money did she give you? We can stop by Nevería on the way home for ice cream!" grinned Clover, bouncing up and down in anticipation.

"We already have plenty of ice cream at home Clover."

Looking down, she gazed at the piece of plastic only to reveal a… one lien card…. What a cheapskate! You couldn't even buy an ice cream cone with this! Not wanting to break her little sister's heart, she quickly diverted the conversation:

"Let's go home Clover. We're going to get yelled at."

"Ah! We should hurry, I don't wanna get yelled at again!" squeaked the girl, taking off down the street as fast as her legs could take her.

Velvet let out a big sigh before she raced off to catch up to her sister. At least Rabbit Faunus could run really fast, so they should be home quickly. It was one trait of Faunus that she was glad to have, more so than her ears since they made her stand out. Yet her mother had always told them to bear them with pride, that they were a part of themselves they should be proud of, so she would do her best to do just that. Speaking of Faunus, that lady was very nice and wasn't mean to her or Clover for having bunny ears, despite the strange question in the beginning, as if it wasn't obvious at first glance that they indeed Faunus. She was also really pretty! Although Clover said that their mother was prettier, she thought the lady was the prettiest one. Not to criticize her mother, cause her mother was beautiful too!

"I hope I see her again…" muttered Velvet as she raced down the streets after her sister.

"Ah! Clover! Not that way! We're not going to go to Nevería! We're going home!" she groaned, as her sister entered the shop, despite her having perfectly heard her.

Maybe some ice cream would be okay. She had some left over from this week's allowance. She only hoped her mother wouldn't be too mad.

Right?

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 **Next Chapter** : 002 - What My Heart Held

 **Authors Notes** : See more details on my author's page for more details on this story.

Big Thanks to **Arawn D. Draven** for beta'ing this chapter! Check out his awesome stories if you have time!


	2. Ch 2: What My Heart Held

**Chapter 002 - What My Heart Held**

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"My allowance…." groaned Velvet, while a white-haired girl and grey-eared bunny sat across from her were in nirvana. Several bowls of banana split sundae, with their contents now swirling inside the content stomachs of the two young girls, laid empty in front of them. Not even the melted portion of the ice cream remained, as if it had been licked clean.

Letting out another sigh of exasperation, she placed her forehead on the end of the table and pulled out her purse. She peered into it only to discover that most of her allowance had been completely spent. The worst part about all this was that Velvet has been saving her allowance ever since she found her love of photography. Her family's old polaroid camera had become broken and no one in the village repaired them. Apparently, the model was too old and cost more to repair than simply buying a new camera. So, she took it as a sign of it was time to upgrade. This would set her back a few weeks, but there was nothing she could do about it.

She turned back towards the two girls across from her. Maybe she could get her sister to pay her back, after all, she had been the one who had wanted sundae when she didn't have money on her. Maybe this other girl could too, but Velvet had yet to introduce herself to this girl since they had only met a few moments previous, and asking money from a near stranger was not something she was comfortable with. There was no way she could just ask for her money back or even for her to pay a portion of the expense, especially after paying herself. However, a small smile made its home on Velvet's face as she took in the view before her.

One of the girls was obviously Velvet's younger sister Clover. She had succumbed to the overwhelming amount of the ice cream much earlier than the other girl, despite her love for all things sugary. Although, she might be joining her ancestors in bunny heaven if the look on her face was any indication, she didn't think Clover could look much more satisfied than she currently was. The other girl was in a similar state, but patting her comically-bloated belly happily, and strangely maintaining a certain degree of elegance that the Faunus couldn't help but envy. The girl had only known Velvet and her sister for only a few moments before she completely convinced Clover of buying the largest sized ice cream sundae there was, and to share it with her. Only for her sister to turn around and use her puppy dog eyes on Velvet…

-A few minutes earlier-

Cue the excited Clover entered the ice cream shop, Neveria, with Velvet following shortly after with a look of exasperation. Several tables lined up against the creamy pastel white wall that were decorated with different geometric shapes of bright colours, the ceiling painted a solid aqua blue, and the floor tiles alternating with a black and white checkerboard pattern. There wasn't anyone at the counter, and the sound of a motor in the backroom indicated that the shopkeeper was making another batch.

"Ooh, what should I get. What to get!" gleefully cheered Clover as she examined the various flavors of ice cream in front of her.

"Clover! I told you that we weren't getting ice cream!" moaned out Velvet, knowing that when her sister was excited like that, there was no denying her. Reason didn't matter to the younger girl in this state, if she wanted something, she _would_ find a way to get it. Usually that way involved Velvet paying, too.

"But sis! I want ice cream now. And since that nice lady gave us some money we should spend it on ice cream!" gleamed Clover with her sparkling eyes. Oh no, she was geared up to use her eyes! "You probably want ice cream too!"

"Well... I do want some…" With all this talk of ice cream Velvet was craving it a little bit. Any girl would crave a sugary reward after a long day at school, and she was no different.

"Wait no! You are not dragging me into this! Besides I'm saving my allowance for something. Unlike me, you only spend your allowance on candy and ice cream. Do you even have any lien?" she accused. She would not be fooled. Clover had an allowance too, so if she wanted ice cream, she could buy it herself! Velvet had quite enough of always ending spending her allowance on sugar-high foods, when she wanted to save for her new camera.

"Ugh!" croaked Clover as she fell to her knees, her hands planted on the ground. "Leave to sis to defeat me with logic," pseudo-lamented her baby sister. She pulled her head back up to face Velvet. "You should buy me ice cream then!" she audaciously proclaimed.

Unbeknownst to the sisters, a white-haired girl had walked into the shop during their squabble and had begun to examine the ice cream laid out before her, entranced. Even on Remnant, where the unusual was quite usual, what with Semblances allowing for some strange happenings, as well as the wide variety of Faunus, the girl stood out like a sore thumb. With silvery-white hair, delicate features, and large, red eyes, she looked just like some kind of child-sized doll.

Clover jumped back up to her feet and was about to use her puppy dog eyes (or should it be hare eyes?) to convince her sister to buy her a treat, when she noticed the girl behind Velvet looking at the ice cream. Now, like said previously, the white-haired girl stood out, and in a small village like their own, the two sisters would have remembered seeing someone so distinctive before.

"Hey sis. Who is that?" questioned Clover while she pointed in the direction of the stranger.

Velvet spun around and found herself captivated by a snow fairy. A petite fairy with silvery-white hair that almost looked like the highest quality of silk. Almost glowing eyes with the color of strawberries. And a pale-white skin that was like freshly fallen snow. It would have been a much more majestic sight if the said fairy wasn't ogling the ice cream behind the glass with stars in her eyes. The ravenous look in the girl's eyes did destroy the mystique of the moment, but nevertheless, the girl was an adorable sight.

She looked a few years older than Velvet, perhaps around eleven or twelve years old. However, Velvet had never seen her before at school (it was a small school, so year groups tended to know each other) so she had to be new around to Oakenhille. Although the small village did get travelers occasionally, they mostly consisted of Huntsmen, Huntresses, and caravans passing through for supplies. She was obviously too young for the dangerous line of work, so maybe her family moved here.

"I'mma go say hi!" exclaimed the ash-eared bunny as she broke Velvet's line of thought and walked over.

'Well if she just moved here it would help to have some people to know. It helps being friends with other people closer to your age. Oum knows I could use more friends… I just hope her family are not mean like Mr. Brighton,' mused Velvet as her sister approached the object of their mutual curiosity, while she took a seat a few feet away from the exchange. As said previously, the girl was young, but it didn't mean that Velvet wasn't ready to intervene should she prove to be racist, though it would sadden her if it was the case.

"Hi there! I'm Clover what is your name?" beamed Clover.

The white-haired girl turned around eyeing the young girl up and down distractedly, her thoughts still clearly on the ice cream.

"Oh hi, I'm…." Her eyes stopped as she came across the appendages on Clover's head. "OH MAI GAWD! Are those bunny ears!?"

"Yup!"

"Are they like… real? Can you feel them?" with a look of innocent curiosity she questioned.

"Yup!" responded Clover while waggling her ears up and down.

"Oh my gawd! That's so cute!" The red-eyed girl exclaimed as she glomped the bunny-eared girl, the most adorable expression of amazement Velvet had ever seen plastered on her face. Both girls giggled as they hugged each other.

'Wow, that was record-breaking time,' sweat-dropped Velvet as she bore witness to the scene in front of her with slight amusement. 'I wish I could make friends that fast… and actually keep them.'

"Can I touch them?"

Velvet froze.

While acknowledging the traits of Faunus wasn't necessarily a bad thing, physical contact with their animal features was another matter entirely. That privilege of touching their Faunus appendages was usually reserved for close family members and intimate relationships. While Clover might be a little too young to understand it, Velvet knew that all too well. It also didn't help that Faunus appendages, usually mammalian ears and tails, were highly sensitive to touch. Velvet recalled the bad experience this morning as she caressed the area were Rouge had violently yanked on them. The pain was long gone, but memory brought back the phantom pain.

"Sure! Just be careful with my ears!" the young bunny exclaimed with joy at the thought of an acquisition of a new friend (Especially someone older than her! She was so much cooler now with being a friend with one the 'older kids.' Mission accomplished! Awesomeness up by 50%!).

A look of bliss slowly appearing, the pale girl softly stroked Clover's ears with her right hand, making the elder sister relax as she realized that the older girl was being _extra_ careful to be gentle, only lightly brushing her fingers against the appendages.

"Fuwaaa… so soft…"

The recipient of the petting giggled quietly as her ears were quite ticklish, and at the look on the face of her new friend. Sure, for other people it was quite the experience, but for Clover, who had had her ears since birth, they were nothing really special, so it amused her to see someone react like that to their mere touch. It was as if her new friend had just discovered something amazing!

After realizing she had been at it for quite some time, the white-haired fairy broke contact and gathered herself. Velvet had to refrain from cooing at how adorable the older girl was, trying to act mature and composed, when her eyes kept going back to her sister's ears, and her fingers twitching as if she wanted nothing more than to pet them again.

"Ahem! My name is Illyasviel von Einzbern, it is a pleasure to make your acquaintance Clover," smiled Illyasviel, clearly trying (and failing) to appear mature and composed.

"Nice to meet you Ilyawaa….Illiwee…. bon Winzberg," stuttered Clover as she tried to properly pronounce Illyasviel's name (quite a task for someone as young as the youngest Scarlatina sister).

Seeing the youth's struggle, the white-haired girl smiled indulgently.

"You may address me Illya-sama as you are now one of my cute minions!" audaciously announced Illya, taking the young girl as a servant like an evil overlord would.

'Sama?' pondered Velvet. 'What's a sama?"

"Ooh, I'm a minion now? To the great Illya-sama! Do I get any starting bonuses? Benefits? Severance package? Retirement?"

'How does she even know what those are? That's only for adults with good jobs and she couldn't even pronounce Illyasviel's name!' sweat-dropped Velvet. Her sister was strangely developed when it came to certain notions, yet totally clueless when it came to others, it was truly a mystery.

"Eh?"

It appeared Illya was also caught off guard.

Clover tilted her head like she was in deep thought.

"I saw it in a movie once with Spruce Willis, where the bad guy gets a job for the boss as a minion! What does it mean?"

'Oh thank Oum,' sighed Velvet. 'But wait! She's too young for those movies. Mom said we couldn't watch them until we're older because they have violence. When did she…?'

"Anyways!" exclaimed Illya hoping to steer the conversation. "You're here for ice cream too, right?"

"Ah! Of course, you can't say you've been to Oakenhille until you've tried Neveria's ice cream!" declared Clover with a proud look. "My favorite is the cookies-n-cream! What's your favorite ice cream Illya?"

"Illya-sama," she corrected. "And I… um… I don't have a favorite ice cream…."

"WHAT!" gasped Clover, looking aghast (not that she would know the word). What kind of kid didn't have a favorite ice cream! Sacrilege would be the proper term she would use, if she knew it that is. "Everyone has a favorite ice cream! You have to never had ice cream before to not have one!" she continued and hoped Illya would provide an explanation for this heresy.

"I've never actually had ice cream before…." the youth paused, drooping her head down before she continued. Clearly the subject was touchy for her.

"My…. previous family was… was really strict and never let me have it."

Regaining her determination, she made eye contact with Clover. Had Velvet known better, she would have sworn she could see fire in the girl's eyes, "But I'm not with them anymore. I saw the shop so I entered in hope of having ice cream!"

"This is an emergency!" the grey-eared bunny shouted. She ran to the counter and incessantly rang the bell until she summoned the shopkeeper.

"Alright! Alright! I'm here. Sheesh."

Out came the shopkeeper, he was a rather lanky man with black hair combed backwards, and his apron stained with various colors of ice cream, no doubt from all the batches he had made that day.

He took one look at the small bunny behind the counter, before giving the agitated girl a warm smile.

"Oh, hey Clover. How's my favorite customer?"

This was Mr. Rocklo, quite an unfitting name, but he had known the Scarlatina family for a long time as he was a childhood friend of their father. He was made the godfather of the Scarlatina siblings after Clover had been born, something the girl ruthlessly exploited to get free ice cream as often as she could.

He took a long look around the shop and spotted Velvet sitting in the back, who gave a small wave in greeting.

"Here with your sister, but where is your mother?" he asked.

"She's at home! But forget that! This is a Code-7!"

"A Code-7!? You surely don't mean that!" gasped Mr. Rocklo. Illya just standing there completely lost to what was happening in front on her. She might be the oldest girl present, even she could not compete with Clover's sheer passion and current panic.

'What's a Code-7?' both Illya and Velvet wondered.

"You sure you can afford it?" he gazed with scrutiny at the ash-colored Faunus. "I can't give something like that out for free. It would hurt my business you know."

"Urk!" reeled the small girl, looking like she had just been shot in the heart, before she spun around and walked towards Velvet., stopping in front of her suddenly nervous sister.

'Oh no….' anguished Velvet. She knew what was coming.

"Velvet-sis… you know you're my favorite sister, right?"

"I'm your only sister," deadpanned the coffee-haired sibling.

Ignoring her comment, Clover continued.

"Can you do me a little favor? I'll love you forever and ever!" She asked as she put on her weaponized cuteness, making her small hands into fists and bringing them up to her chest.

"Pleassssse?" asked Clover again with her weapon at full power, wide eyes sparkling with innocence looking up at her sister.

Groaning, Velvet turned her face away to Illya. However, it looked like Illya caught on to what Clover was trying to do.

"Pleassssse," asked the white-haired girl, also putting on her own version of weaponized cuteness.

"Urk!" Velvet switched her gaze between the two before she finally gave in, lest she develop diabetes from how sweet both girls looked.

"Fine…" muttered the brown-haired Faunus, before she handed her sibling her lien purse, the defeated bunny facepalming as she succumbed to the whims of her sister. Every time! Every time she told herself that she would resist, but there was no denying the youngest Scarlatina. She dearly hoped her sister would become an advocate for Faunus rights one day, with her experience she would have the Four Kingdoms at her feet the moment they had a videoconference with her. She was quite sure even the Grimm might think twice if they were faced with such a look.

"Yay!" the duo cheered.

'Well what's the harm in just two ice cream cones for them?' tried to console herself the older bunny. Poor Velvet, she really had no idea what a Code-7 was, did she.

Clover and Illya merrily skipped over to the counter and placed the purse in front of Mr. Rocklo.

"Code-7 please." Clover stated with a childish determination, her hands resting on her hips.

Mr. Rocklo laughed to himself before he offered a nod of sympathy to Velvet while he rang up the register and exchanged the currency. Once he was finished, he reached under the counter and brought out several large glass bowls.

'Wait a minute…' Velvet was slowly realizing what was about to happen.

He began to load up the bowl with several scopes of ice forming a LARGE banana split sundae in the first bowl, walking around the counter with the bowl of ice cream and leaving it at the table Velvet was sitting at. The two girls raced behind them taking their seats opposite of her, spoons already in hand.

This bowl of ice cream was HUGE. It nearly towered an entire foot off the table, was drenched in chocolate syrup, showered with sprinkles and crushed nuts, crested with whipped cream, and several bananas poked out from the Neapolitan ice cream foundation. Everything topped off with a single red cherry that proudly sat at the top of the sundae as if it had climbed the highest summit in Remnant.

If the two girls on the other side of the table had stars in their eyes before, they had supernovas going off now, both drooling at the magnificent sight before they as they dug in, their hunger no longer allowing them to hold themselves back.

Just as they started digging into the mountain of ice cream, Velvet noticed Mr. Rocklo had returned behind the counter.

'What is he doing?' she pondered only to see that he was starting a second one of these monstrosities!

'WHAT! He's making another one!?'

Little did Velvet know what a Code-7 was. Code-7 (after 6 previous attempts) was established by the International Board of Ice Cream Artisans of Remnant (IBICAR) to create the perfect ice cream.

While it didn't make the cut for perfect ice cream, the IBICAR had discovered the terrifying and awe-inspiring power the blend had. It could sate the anger, sadness, and joy of any woman. It was the perfect comfort food for women that one kept serving until the recipient could no longer move. However, it's power (and calorie count) was so terrible they spoke of it only in song and legend and swore amongst themselves never to share the combination.

Not really, but it was at least that was the headcanon that had Clover accepted when she made up the name and shared it with Mr. Rocklo. Needless to say, he got a kick out of it and created an ice cream mix that would do her story justice. Until then, it had never been made before in the hallowed walls of Neveria, but the emergency of Illya having never experienced the wonders of ice cream before had apparently been enough to warrant such an occasion.

-Flashback end-

"Clover it's time to go, it's really late now," said Velvet as she peered outside the windows, the sky glowing with reds and oranges, and shop owners across the street locking up for the night. They had to go home now, otherwise their mother would be deathly worried.

"Kaayyy…" groaned Clover, still suffering from the after effects of too much ice cream.

They both stood and thanked Mr. Rocklo who waved back in response.

"I'll you see you later Illya!" waved the youngest bunny girl, waving her farewell.

Regaining a modicum of composure, "Bye Bye. I'll be here a few minutes more for this ice cream to go down. I don't think I can walk right now," responded Illya, not even correcting the girl on the '–sama', as she patted her belly once more for good measure, with a faint smile on her face.

Clover walked outside, Velvet following behind her, but the coffee-colored girl stopped before she fully exited the building.

"Thanks for being nice to my sister," she smiled. It was nice to know that some people could be nice to Faunus like them, and showed that not all interactions between humans and their kind was bad.

"What's your name?" replied Illya.

"…. Velvet Scarlatina," smiled the oldest of the two sisters.

"Illya," waved the girl, returning the smile..

"It's nice to meet you Illya..."

.

.

Now just to avoid the wrath of their mother…

* * *

 **Next Chapter:** 003 - Broken Statues

 **Author's Notes:** There we be plot advancement, this is just setting the stage. Enjoy.

As before, big thanks to **Arawn D. Draven** for beta'ing my chapter.


	3. Ch 3: Broken Statues

Chapter 003 – Broken Statues

* * *

Clover had recovered from her ice-cream overdose from the walk aiding in the digestion, and was falling in and out of sleep due to the after-sugar crash that children tend to get when consuming large amounts of sweets. Somewhere along the way, Velvet had volunteered to carry her the rest of the way as they stopped under the shelter of oak trees that followed the path, and now was carrying Clover on her back (thank Oum for the reinforced legs of rabbit Faunuses, and the small bodies of children). Although the combined weight of their school bags and her younger sister was a bit too much for someone her age, but did not voice any complaint as she trekked along the path, being used to carry both more often that she would have cared to.

Only a dull orange glow illuminated the sky as the Scarlatina siblings finally arrived at their destination, their home. It was a small, two-story cottage of earthen tones with a stone path of sedimentary rock leading to the front door, and a splitting path led to the tool shed on the right side of the property. The soft puffing of smoke rose from the chimney of the humble residency, showing that someone, likely their mother, was cooking, while a simple brownish-gray wooden fence circled the property. Various species of lilies grew in flower beds lining the walls of the abode, showing their well-cared-for state with the flowers standing tall with little sag. Several small plots of land could be seen with various vegetables like tomatoes, beets, onions, broccoli, and carrots growing nearby the tool shed. A few fruit trees were further past the garden that bordered the wooden wall, from which Velvet's mother made her delicious pies and jams.

Noticing the living room/kitchen light was shining through the window, Velvet knew their mother was probably waiting for them. And also likely, very, very worried. While few people were outright hateful towards Faunus in the village, their mother was always worried that someone might try to hurt them, or worse, kill them if they thought they could get away with it.

"We're home Clover," she called, her sister merely groaning sleepily for a few seconds, before shifting her body on Velvet's back, and promptly going back to sleep.

The eldest Scarlatina only shook her head in exasperation, making her way to the door, only to realize she couldn't knock with her hands full. Instead, she softly tapped the door with her right foot (not that she had to hit the door hard as their mother would most likely hear it regardless, since she was anticipating them and was a Faunus). The sounds of the deadbolt being unlatched and the doorknob turned could be heard as the coffee-haired girl stood in wait, wishing that their mother would hurry, since she was starting to lose feeling in her legs.

The door swung open revealing an average-height woman who appeared in her early-thirties or late twenties, her long, wavy, ash-colored hair reaching down to her waist (a color that Clover had inherited), with soft, almost-flawless skin that gave her a more youthful appearance, her emerald eyes softly twinkling from the dimming light, giving the impression of wisdom beyond her years. This was the Scarlatina matriarch, their mother, and she was scrutinizing both of her daughters quite intensely. Her eyes roaming over the bodies of her daughters, checking for anything that might be wrong.

Ushering in the two of them inside, she took Clover (who was still asleep) from Velvet's back and took the slumbering girl to her bedroom on the second floor. Being left behind, Velvet walked into the living room and with a soft 'thud' dropped both bookbags she was carrying, a sigh of relief escaping her lips of no longer having to carry them. Silently dreading the inevitable scolding her mother would be imposing on her, she resigned herself to her fate and sat near the currently lit fireplace, basking in the warmth coming from the embers, its soft glow bathing the rabbit Faunus and the room in a reddish-orange hue.

Creaking sounds broke the silence as the footsteps of her mother drew nearer. The couch she sat on sank a bit as the older woman sat next to her and draped her left arm over Velvet's shoulders, softly caressing her mocha-colored hair.

"So, Little Bun, do you want to tell me why you and your sister were so late tonight and didn't even bother to let me know?"

Her mother's tone was kind, but there was also an underlying layer of steel. Their mother had always been worried about them, and Velvet knew that despite her apparent anger, she was only truly worried about her daughters, and asking to make sure that nothing had happened to them. It did not stop her from dreading her mother's reaction, knowing that while she did not discourage them from making friends, she thought poorly of speaking to strangers, which they had technically done twice in the afternoon.

"Um... We went to go get ice cream and Clover ordered really big bowls of ice cream," offered the eldest Scarlatina sibling, a bit sheepish.

"Bowls?" repeated her mother, noticing the plural indication, with her daughter nodding in response.

Velvet's mother softly giggled to herself as she brought her hand to her mouth, trying to hide laughter.

"Don't tell me, she ordered a Code-7?"

"How do you what a Code-7 is? Clover never told me about it," asked the young Faunus, looking indignant.

"Who do you think told her the story?" grinned the older woman.

It was her own mother that was the cause of this suffering today!? Velvet shot her mother a look of betrayal as she continued to laugh.

"Ah, sorry that's just too funny. No wonder you looked so depressed when you came home. Let me guess she made you pay for it?" she snickered, as she wiped a small tear from her eye.

"YES!" sharply replied Velvet, but noticed she had spoken too loudly as her mother put a single finger to her pink lips.

"Sorry," apologetically mumbled the young girl.

"So… what's my punishment?" she asked, knowing that while it likely wouldn't be _too_ bad, she wouldn't enjoy it nonetheless.

"Punishment?... Oh, I see… Well I already know what Clover's punishment will be on top of her soon-to-be tummy ache she'll have in the morning. Hmm, what about yours…." Hummed her mother, looking deep in thought.

"Did you know that your godfather messaged me what happened today?" she asked, Velvet shaking her head in ignorance.

"He told me you were being nice to a young lady and made friends with her. Well of course after a trial-by-ice-cream anyone would be friends. Especially since this said girl had never tasted ice cream before, then you carried your sister all the way home on your back. If you ask me you did good things today, Little Bun."

"So...?"

"So, no punishment for you!" Gleefully cheered the Scarlatina matriarch, her daughter letting out a sigh of relief. Velvet usually got punished alongside her younger sister due to her antics, but this time it seemed this wasn't the case. Her mother was usually very strict when it came to rules, but was surprisingly understanding and receptive. This was why she respected her so much, she was never unfair and always gave out punishments for good reasons.

"Well, it's more like you already had your punishment. You did spend your own money as well, which you were saving up for a new camera," added the emerald-eyed woman.

"Ugh, don't remind me…" a pained groan escaping Velvet's mouth. At this rate, her allowance would end up paying for her sister's fat, not a new camera.

A beeping noise rang out that drew the attention of both mother and daughter, it was the stove that alerted them that the pre-heat temperature had been reached.

"Oh! Almost forgot about dinner. Well, Little Bun, mommy is going to finish that lasagna that apparently only you and I are going to be eating. More for ourselves!"

A mischievous grin made its way across the mother's face as she walked towards the kitchen half of the living area. She had always been a bit of a glutton. Velvet was often in awe of just how much food her mother could put away and still retain her hourglass figure (even after she had two children!) with the only major exercise was her gardening and housework. The other women in the village surely envied her mother. At least they knew where Clover's own ravenous appetite came from.

Returning her gaze to the warm glow of the fireplace, Velvet fumbled around in her bookbag to finally read the book, The First Hero, she had checked out from the library and opened to the first page.

* * *

 _The First Hero_

 _Once upon a time, long before the advent of the Four Kingdoms and their precursors but shortly after the dawn of mankind, there was a small village where a boy and girl lived. Their names_ _were_ _lost to history, but their legend not. The first legend of Remnant, one of great trials, tragedy, and most importantly, love._

 _It was here in this small village where they laughed, cried, worked, and just lived their lives together,_ _that the legend began_ _. They were mere children when they met, but grew together to become a fine young man and woman. Many in the village believed they would marry shortly after the_ _boy's_ _coming of age ceremony, as they were nearly inseparable, but the village's traditions did not allow for residents to marry until they had proven themselves capable of providing, hence the_ _need for the_ _ceremony._

 _The boy was a hardworking young lad who never hesitated to provide aid to familiar and stranger, never seeking reward in return,_ _and_ _thus was beloved by many. The girl_ _was_ _a reserved-young thing, but a loyal companion to any that gained her trust, which were few in the village._

 _The years past and the boy, now a young man, was preparing for his coming-of-age ritual. The contents of the ritual were lost to the annals of history, but it was known_ _to be_ _dangerous to any ill-prepared to face the trial._

 _The girl, now a young woman of substantial beauty, was struck with fear that she would lose her love and begged him not to go. Sensing that she would not be calmed, the young man reaffirmed their love,_ _by word and by deed_ _, the night before he departed, and promised he would return no matter what he faced for_ _nothing, not even the Gods, would keep him from her._

 _The young man departed the following sunrise and braved the dangers of Remnant as he strived to complete his objective and survive. The memory of his love and their promise was_ _the_ _only thing that allowed him to continue despite the forces that sought to end him,_ _trials barring his road at every turn_ _. Many times, he came close to death, but his cunning, skill, and will to live triumphed over all. Eventually, the young man completed his task and began his journey back to his village, and more importantly, his love._

 _Two nights after his completion, as he retraced his steps, a shooting star streaked across the sky. A star, whose brightness could not be rivaled by any phenomena in the natural world, fell across the sky in the direction of his village. The young man took it as a sign that the world itself was congratulating_ _him on_ _his success. However, something was amiss as he neared his destination. The journey back home was too easy, the wildlife was missing, the sky almost seemed to radiate despair._

 _As the young man neared the gates of his village, he came across a horrible sight. The gates'_ _guards,_ _and several villagers' bodies_ _laid_ _dead in the middle of the path, all facing the same direction, with deep gouges across their bodies as evidence of what had killed them. They had tried to flee from 'something' inside the village. However, the body of his loved one was not among the dead. Fearing the worst, he entered the village with his weapon drawn._

 _The abodes of the villagers were in a pitiful state, with some sporting large holes in the_ _ir walls_ _, while others were razed to the ground with ashes all that remained_ _of them_ _. More dead la_ _id_ _in the streets, the village_ _deathly silent and_ _still. As he neared his own home, in which he shared his residency with his love, he found it to be completely intact, not a hint of damage done to it. As if whatever force that had attacked his village had spared his belongings._

 _He rushed inside and found what he had hoped survived the attack. His loved one sat curled up in a dark corner of the humble abode, sobbing. Just as he called her out to ask her what had happened, she threw herself upon him, forcing him to the ground. However, something was wrong with her. She was sprouting nonsense that was barely comprehensible, but that wasn't what caught his attention. No, what caught his attention was the corrupt state he found her in. Her healthy skin had turned to a deathly pale white, her lavish hair had lost all its colorful luster,_ _and_ _black veins coursed throughout her body._

 _Fearing his safety, he forced her off and backed away from the creature wearing his loved one's skin, for something had_ _clearly_ _possessed her. As he exited his home, creatures of darkness awaited him outside, as if they were standing guard. These creatures of darkness resembled black miasma_ _given animal form,_ _with plates of bleached bone adorning their abnormal existence. They seem_ _ed_ _to greet his loved one's presence as one would a mother or father as they gathered around her. Still in her bout of insanity, she ordered the darkness to capture him and so she could love him forever._

 _He fled towards the center of the village, and recalled the village's sacred weapon. For he would need a sacred weapon to combat creatures of darkness for no mere mortal weapons he had in his possession would stop them and free his love from what possessed her._

 _He broke into the Chieftain's home and discovered the weapon still clenched in the hands of the now deceased man, the ruins_ _showing_ _there_ _had been_ _a great struggle before he succumbed to the superior_ _numbers of the creatures of darkness_ _. He pried the weapon out of the cold hands and walked outside, ready to face the darkness. But what await_ _ed_ _him was something he was not prepared for._

 _The bodies of_ _the_ _former villagers_ _were awaiting him_ _in their after-death state, the darkness h_ _aving_ _possessed their cold corpses to capture him. Knowing his former friends and family were long gone, he fought through them, and slaughtered them one-by-one as he neared his former home._ _It was with a heavy heart nonetheless that he slew the possessed corpses of the people he knew, for each one of them was a life he had failed to save._

 _O_ _nce he reached the doorstep of his home,_ _no more of the possessed villagers were left alive,_ _the sacred weapon still in_ _dripping with the blood of his enemies_ _. He entered the abode, his gripped tightened, and steeled himself for what needed to be done._

 _His lover stood there as if nothing was wrong, even greeting him back home as she took in his form. He raised his weapon to do the necessary deed, but hesitated. If he didn't strike her down, it was likely the phenomena would spread to other villages. But, could he really strike down the woman he loved? Even if she was possessed,_ _he knew for certain that she was still present, albeit in a different way than what he would have liked_ _. Her affection for him still clearly shone through her insanity as she hugged his waist like a lover would, his weapon still poised to strike._

 _He resolved himself of his decision and gathered all his faculties._

 _Summoning all his skill alongside the aid of the sacred weapon, he slashed down upon his lover._

 _However, this strike was not to kill, instead he struck the entity that was possessing her and forced it out of her body. The resulting scream from the entity and his lover was said to_ _have killed_ _any creature that heard its unholy screech, but the man survived. He recovered himself, and raising the weapon once again, he struck the now separated entity of darkness, destroying it completely._

 _With his loved one free, the First Hero embraced her unconscious form still wrapped around his legs. He tended to her wounds until she regained her faculties. After she recovered fully, they set out, hand-in-hand, to find another village to live in as two individuals cannot rebuild society themselves. They eventually came across another village that took them in, and lived happily-ever-after._

* * *

'Well, it looks like I picked up the happily-ever-after version of the story,' mused Velvet, quietly closing the book. There were a few words she didn't know, and made a mental note to look them up in a dictionary, but she understood the overall story.

The ending was a bit cliché in her mind, but there were also a few things that were odd in her opinion. Firstly, the fact that very conveniently for the Hero, that a 'sacred weapon' was available for him to use, seemingly just waiting for him to pick it up. Also, hitting someone with a weapon even if the intention wasn't to kill was dangerous, and even stranger was that the love just got off scot-free, even if in the end, she was not truly responsible for her actions, there should have been consequences to what she did, and Velvet realized that.

Usually, stories like this ended with 'the-power-of-love-and-friendship!' that frees the heroine from her suffering like the cartoons Clover watched every morning. Darker stories would have crippled her in some way, or just outright killed her off and that's what other versions of the story did, with the Hero killing his loved one to prevent the other villages from the darkness.

The story was quite old, predating even the Four Kingdoms, and scholars had several theories to the elements of the story. Firstly, the possession of the heroine. Many assumed it was a Geist Grimm that was known to possess inanimate objects, but even more morbidly, corpses. However, they always resulted in a mindless zombie bent on slaughtering Humanity and Faunus (for that is what the Grimm did). So, for her to retain for affection for the Hero was highly unlikely, even considering the possession of her body alluded to her being already dead. Although, it was strange that the entity was never referred to directly as 'Grimm' as all other iterations had in common. Some speculated that this was the moment in history that the Grimm had appeared, as some iterations of the story had the entity escaping shortly after separating with the Hero's lover.

However, the current major religion of the world contradicted that. In that religion, the Gods created plant life and wildlife, followed by the Grimm seeking to destroy all life, an error they sought to correct. It was only AFTER that, that humans were created.

The sacred weapon was even more of a mystery as there was no other record detailing the weapon used, as if it had never existed before that moment. However, like most others, the story was usually dismissed as just being another fairy tale with no basis in history. The product of wandering bards and minstrels spinning a tale for some quick coin.

Although, there were parts that Velvet did like. Especially how it showed the Hero was a reliable guy to his peers, and followed through on his promises, and never abandoned his lover, even if she was possessed. If she ever liked someone she wished that person would have those traits. Someone who would never leave her, defend her, and accept her for _who_ she was, not _what_ she was.

Alas, real life didn't work that way, real life could be cruel, and what happened to her father was the perfect example. Her father was a human (and from whom Velvet inherited most of her features, minus her Faunus ears) who had lived in Oakenhille, before he attended Beacon Academy to become a Huntsman. It was in the city of Vale that he met the love of his life (in a farmers' market of all places), and as her mother said 'swept her off her feet' and got married after he graduated from Beacon. They moved back to Oakenhille, and had Velvet shortly after settling in the cottage where the Scarlatina family now resided, her sister, Clover, following a year and half afterwards.

Everything was perfect for the happy couple, until disaster struck. He had gone on a trip to Vacuo to help with a particularly large Grimm incursion. The Grimm were eliminated with little to no casualties, but it was the return trip that took her father away. For a man who had survived hordes of Grimm, it was almost laughable that something inane as a Bullhead malfunction had killed her father. Apparently, when they took off, the inspection crew had skimmed out on all the safety checks and didn't discover a severed Dust-line that caused the Bullhead to explode over the ocean shortly after takeoff. Only a single Huntress survived because of her incredibly dense Aura, but even then, she had lost both her legs and was scarred heavily. The offenders were jailed for several years, and the families of the pilots, Huntsmen, Huntresses, and her own that were onboard were compensated quite handsomely by Vacuo and the SDC.

She was a bit too young to understand what was going on, but she remembered the anguish her mother was in for weeks after the accident. Her mother did not eat anything for days, effectively starving herself, and suffered from bouts of insomnia. She almost tore apart the check the Valean government gave her when she screamed at the men in suits for effectively 'paying' her for her husband's death. They had stayed with their godfather, Mr. Rocklo, all the while as Clover asked where her Papa was and what was wrong with their Mommy. It took a few weeks to come to terms with what had happened, but the woman returned to her daughters with bloodshot eyes and a forced smile on her face, and although it had slightly scared Velvet, she had just been happy to have her mother back. Their mother no longer had to work as the compensation would last her for many years if they spent it carefully, and had her deceased-Husband's best friend to help raise her now fatherless children.

It was a far cry from how her mother behaved now, but sometimes Velvet would catch her mother crying to herself when she thought no one was watching. So, Velvet did her utmost to be the best daughter she could be, so her mother would have an easier time coping. And so, time passed with no more heartbreak, the little girls grew, the mother recovered, and as it always does the world kept spinning.

But the world rarely gave respite to those who would write their legacy upon on the annals of history. For those who gain power, must always sacrifice something of value as the law of equivalent exchange demands it. The First Hero could not escape this fact, and Velvet Scarlatina was no exception. For the forces of _Darkness_ were at work again, and they would not stop until no sentient life was left on Remnant.

* * *

A shattered moon hung in the sky, fractured pieces visibly floating a little away from the main celestial body, each threaten to fall from their place in the sky and down upon Remnant. The sight through a break in the clouds left a lone woman, if she could even be called such, given what she was, pondering on her plans as she stood on the balcony of a decrepit cathedral. Standing there with deathly stillness, she continued to take in the sight of sky, the soft glow of the moon basking her in an eerie glow. The woman's skin, if it could be called such, was a bleached white, like bone, the paleness only broken by unnatural black veins slithering _over_ her skin, like cracks. Her long hair, of the same bleached white, was tied up in a large bun with several 'prongs' that stood out from both sides of the bun. Most of her figure was covered by what appeared to be elegant robes made of pure darkness lined with crimson, that almost seemed to have a consciousness of its own, fluttering in an absent wind. Her eyes, pure black pools only broken by twin, blood-red irises, could strike fear in the hearts of the bravest of men, if they could even get close enough to see that much, that is. Had anyone seen her and tried to describe her with only a few words and the most accurately possible, they would undoubtedly have called her a human-shaped Grimm.

The woman's moment of introspection was broken suddenly as she cocked her head to the left, as if listening to a sound that she alone could hear in the silence of the night.

"Oh? You don't say… The influx of emotion… Another one? ...No, the would-be original…" spoke the woman, apparently waiting for a reply each time she made a remark. The 'conversation' ended as she turned away from the edge of the balcony and began to walk down the halls of the cathedral.

The walls of the decrepit building were adorned in stained glass windows depicting various stories and legendary figures of history, but a single example of these once-majestic murals laid shattered, the dust-covered glass still present on the ground, cracking as she walked on it without a care.

Dust and cobwebs covered the windows and the borders of the interior alongside the depressing, purplish crystals that lined the edges of the hallway. Yet no 'normal' spiders would even dare come within a significant distance of this place, only small, black spiders with bony white plates adorning their bodies as they fled in the opposite direction the woman was traveling, as if they crossed her path their meager, hungry, pathetic existences would be snuffed out in an instant. Even amongst the creatures of Grimm, this… entity, masquerading as a woman, was feared by its own.

She reached the exit of the cathedral, but merely continued to walk through as there, as no door existed on the frame that separated the interior from the outside. A pool of black, tar-like substance laid in front of her, about the size of an Olympic-sized pool. If one listened carefully, one could feel the swirling negative emotions and concepts of fear, death, destruction, rape, despair, and various others coming from the ominous sludge.

A creature, much less intimidating than the woman, but no less unsettling, floated near the edge of the pool. The black 'orb' with a glowing red center, white bony plates and teeth and bloody tendrils sprouting from its bottom, resembling almost like a jellyfish, had been waiting for her.

The Grimm-woman stopped at the edge of the pool, knelt, and traced the surface with the tip of her finger. She turned her gaze back to the floating jelly-orb, and gave a silent command to leave, an odd 'humming' noise coming from the creature as it left. As it left her view, she returned her gaze back to her hand. Pricking her finger with a long, sharp and black fingernail, a single drop of black ichor fell from the small wound in the palm of her hand and joined the rest of the substance in the pool at her feet.

A few seconds passed… then a gurgling noise came from within the black sludge, as a white bone-plated 'hand' reached out from the depths, claws creating deep gashes in the ground next to the Grimm-like woman, the limb alone almost as large as her. With the black sludge still oozing from the creature, the woman gave her orders to her creation.

"Bring her to me _alive_ at all costs, anyone else is expendable,' she finished and stood up.

Not watching as the ancient creature behind her rose from the pool, alongside several smaller monstrous beings, and began its journey towards the rising sun (if one could see it through the heavy clouds looming above), the Grimm-woman returned to the shelter of the cathedral.

* * *

 **Next Chapter:** 004 - Losing it All

 **Author's Notes:** The rating of the story will be raised to M as the contents will begin to take a much darker turn. So, do not be surprised and report me for not being in the correct rating. (Hopefully I can write a story like I'm planning for)

Much thanks to **Arawn D. Draven** for beta'ing my chapter.

 _January 20, 2017_


	4. Omake 1: ROSE

Omake 001 – **ROSE**

Ruby Rose was in a hurry, but then again anyone would be in a hurry when one of their best friends was at risk of being killed. Vale was under heavy assault, the Grimm, White Fang, and Atlas's hacked androids (at least before she disabled the Androids when she confronted Torchwick) advancing on the city from every direction, attacking everyone they came across. Never before had Ruby been put through the grinder like this, her feet exhausted from constant movement, her hands almost on the verge of hemorrhages from continuous usage of her sweetheart, Crescent Rose, blood dripping from her mouth and nostrils as she pushed her Semblance to its limits.

If anyone saw her, she was a blur of crimson and rose petals weaving in and out of the Grimm and whatever remained of the White Fang, striking them down, not even checking whether she was merely knocking them unconscious or outright killing them with the kinetic energy behind her speed, as she blazed a trail directly to the tower where Pyrrha was facing Cinder. The last time she'd done something this remotely intense was when she came across a Beowulf pack after visiting her mother's grave the previous winter, and _that_ had lasted all of five minutes, whereas she had been fighting for well over that. It was pretty obvious to her that after everything was done, _if_ she survived, that she would be in for months of recovery at the very least, but she didn't care, all that she focused on was saving Pyrrha.

The call of distress that Ruby had received from Jaune had terrified her, his plea to save his esteemed partner from the one who orchestrated this whole disaster almost undecipherable from how fast the knight was talking. The terse call had been promptly cut off, and Ruby and her reliable partner Weiss had barely managed to understand what the blond had been talking about, but enough had been said for her and Weiss to rush towards the tower as fast as they could. The dragon atop the tower certainty didn't help her plans on saving her friend, and Ruby had no idea how to even begin to tackle that monstrosity. But the goal wasn't to slay the dragon, no. It was to save Pyrrha. She wasn't going to let anyone else get hurt, her sister had already lost an arm, and Blake had been stabbed in the gut. The only ones left to do anything were herself and Weiss, the professors too busy herding the rest of the civilians aboard escape shuttles.

Finally reaching the base of the tower, Ruby turned around to find Weiss approaching, her crystal blue eyes widened in horror when she saw Ruby's face dripping with blood. Ruby's eyes hardened and she nodded towards her partner, her chin pointing to the tower in a quick order to follow her. The heiress gave her a look of concern, but the red-hooded girl shrugged it off as they made eye contact. No words were exchanged as they looked upon each other, and the white-haired partner let out a deep breath.

Weiss knew what to do as she cast a glyph using her Semblance directly beneath Ruby, like she had done the time they killed the giant Nevermore during the Initiation. Flicking her finger upwards, Weiss sent Ruby rocketing vertically, the younger girl rapidly accelerating upwards using both Weiss's help and her own Semblance as she ran on the tower's walls. The sheer force of the acceleration threatened to knock unconscious the rapidly ascending girl, but she kept going, forcing her body beyond her limits. She past a fifth of the tower's height, then a fourth, but just when she was about to reach the midway point...

The world froze.

The dragon directly overhead was just hovering there, its pitch-black wings not beating. Debris being thrown off the top of the tower from the fight between Pyrrha and Cinder, just floating in mid-air. Ruby tried moving her body, to no avail, as the mysterious phenomena seemed to have frozen time itself, barring her mind.

A glowing blue ball lazily floated towards her as Ruby continued to struggle to move.

" _Child of Silver-Eyes, hear my voice_ ," an eerie voice resonated around her, the ball projecting a woman's voice in her right ear and a man's in the left. It was rather disorienting to the startled girl as she floated there, frozen in time, and hearing a ball of light talking. Although, the female voice kind of sounded like Weiss, but the man's voice was foreign to her. Each time the voice spoke, the ball's light grew momentarily brighter, only to fade back to a dull glow as it ceased speaking.

 _"Who are you!?"_ tried to scream Ruby, only for her non-vocalized scream to echo in the frozen air, surprising her.

 _"Who I am is not important, what is important is that your world is in great peril."_

 _"Well no crap! If you looked around Vale is being destroyed! I don't have the time to talk with you! I have to save Pyrrha!"_ growled Ruby as she tried moving, angered by her immobility when her friend was in danger.

 _"You do not have the power to save your Kingdom, you do not have the power to save the 'invincible girl' from her fate, no human does,"_ interjected the dual-gendered voice.

 _"But!"_ she shouted again, but again was interrupted.

 _"However, I could give you the power to do so."_

"What!? Explain!" demanded a suddenly focused Ruby. She didn't care if the voice was Oum himself, but being told that she could be given the power to save her friend was enough to catch her attention.

 _"You are a silver-eyed warrior, but that power is not enough to combat the Darkness that threaten mankind's survival. The most you could do would temporarily stun the man-eater that flies above."_

 _"Silver-eyed warrior_?" Ruby spoke in puzzlement. Was her mother a silver-eyed warrior too? She had the same eye colour like Ruby, but her Dad and Uncle Qrow never mentioned anything about that.

Again, ignoring her question, the disembodied voice continued:

 _"I will supplement your current power with the abilities of one of my other agents. I will give the knowledge to use it only once in this situation as your body is on the verge of collapse, it will be enough."_

 _"Then why isn't that person here! We need..."_ she tried to argue, desperation in her voice, only to be cut off once more.

 _"I cannot bring him to this plane of existence as he is not native to this world, the energy costs would be too great and threaten to bring even worse enemies' gazes to this planet. Of all the humans on this planet, you_ _ **were**_ _,_ _ **are**_ _, and_ _ **will be**_ _the best option for the continued existence of mankind."_

Ruby paused. Was this what was needed to save everyone? She couldn't let anyone else be hurt anymore, the people who already been killed were haunting her guilty conscience, their voices calling out asking her why she didn't save them, why she wasn't fast enough. It was the reason why she pushed herself so hard to get to the top of the tower to the point of self-destruction. Maybe… Maybe that's why this mysterious creature chose her… Her dream was to become a hero, to save everyone, and she would do anything to make that dream a reality.

And so, the figurative crown was placed in Ruby's hands, and she brought it to rest on her brow, not realizing it was a crown of thorns.

 _"What will happen to me?"_

 _"If you accept, you will become one of my agents. You will protect mankind from itself and outside forces that threaten humanities existence. You will gain unimaginable power that no human, both living and deceased, could ever hope to match."_

The entity wasn't telling her everything, only what she wanted to hear, but Ruby didn't know that. And even if she had, she was far too focused on saving Pyrrha to care at the moment.

 _"Okay….,"_ mumbled the leader of team RWBY, _"I accept! Just give me the power to save Pyrrha! To save everyone!"_

 _"Your oath has been accepted. From here on, you are an agent of_ _ **Alaya**_ _, mankind's will to survive. You are the last line of defense between survival and extinction. Welcome to the ranks, Counter Guardian_ _ **ROSE**_ _."_

Just as the voice stopped, the blue floating entity flew towards Ruby and entered her body. Jolts of electricity and pure agony racked girl's body, if her body could move it would have been contorting in pain.

 _"ARHHH!"_ screamed Ruby, but no one would ever hear her scream for the world remained still. Her head felt as if it had been thrown in a blender and ignited, simultaneously. Information flowed into her brain, knowledge of weapons of legendary caliber. But like Alaya said, it only gave her the ability to use a single weapon once. One she knew it would kill anything that its tip was pointed at.

Time slowly began to flow, and crackling red electricity flowed over Crescent Rose, its form shifting. Gone was the mecha-shift weapon combination of a scythe and high-impact sniper rifle, and in its in place a huge crimson longbow, even larger than her body. Power flowed into her muscles, power that would give her the strength to fire the bow once, while an arrow could be felt in her other hand, or at least she thought it was an arrow. It was rather heavy to be something to be fired from a bow, but the information in her head told her otherwise. Finally, the incantation to invoke its power was added to her mind.

This would do the job. This would save Pyrrha and everyone else from that terrorist and dragon. Ruby was sure of it.

Time resumed in full speed as a deafening crack resounded through the air, the redhead resuming her ascension like a black and red meteor, her arm already going through the motions necessary to nock the arrow.

* * *

A sound that could be comparable to an explosion shook the air just before Cinder could let loose the arrow that would pierce the "Invincible" Girl's heart, killing her, and allowing her to finally steal the remainder of the Fall Maiden's powers. All those present, terrorist, prey, and dragon, paused and looked around warily, the sound no doubt heralding _something_ , yet none of them aware of exactly _what_.

As Cinder's gaze went over one of the partially destroyed sections of the tower, a red and silver blur shot into the air an extra fifty feet past the tower's peak, but all Cinder could see was glowing silver eyes staring directly into her soul.

"NO!" she screamed. She was SO CLOSE to finishing the job and the silver-eyed girl just HAD TO awaken! Swearing in her mind that she should have just killed her when she had the chance, she adjusted her aim away from her defeated prey, and towards the silver-eyed warrior, sending the arrow in her enemy's direction.

Realizing it was her chance to escape, Pyrrha used her polarity semblance to drag her armor-and herself-to the elevator and threw herself down the shaft, not even realizing it was Ruby who was the one who gave her the opportunity to escape.

As Cinder's arrow neared Ruby, the redhead pointed her own, twisted projectile towards it, and towards her target. The bow shook as the humongous arrow was pulled back, the teen roaring words of power that echoed throughout Vale:

" **MY CORE IS TWISTED IN MADNESS**!"

Cinder's glass arrow was now only a few feet from her, yet she didn't show the slightest sign of worry, as she finished her scream:

" **CALADBOLG**!"

And the air _shrieked_.

 _Space_ itself was twisted by the projectile, as the arrow _broke_ , becoming a blur with enough power to raze a mountain as it _leapt_ forward.

The glass and broken arrow flew past each other, missing another by mere centimeters and continued to their targets, both striking directly in the chest of their targets. The tower exploded in a golden light, a light powerful enough to rival the sun and lighting the night sky as if it was a summer's day at high noon, drawing the attention of everyone—Human, Faunus, and Grimm—in Vale, including the white-haired heiress standing in horror directly beneath the tower. The dragon and power-stealing woman were literally _disintegrat_ _ed_ from the sheer power the projectile unleashed upon them, disappearing without a single trace left of them as their very _beings_ were torn to shreds by the explosion.

As the tower was engulfed in light, the glass arrow struck the young girl in the chest, and Ruby sputtered in response as she stared at the arrow jutting from her left breast, piercing her heart. She had long since exhausted her Aura, leaving her completely open to the projectile, and she could only cough weakly as she stared at the foot-long piece of glass protruding from her chest.

"Oh…. Crap," she muttered weakly, exhaustion catching up to her as gravity resumed its hold on her body, wind howling at her ears as she fell, blood droplets surrounding her body.

Just as Ruby was about to crash on the ground, a white glyph appeared beneath her, slowing her descent as Weiss caught her, the white-haired girl wrapping her arms around Ruby's dying body, her hands shaking with horror as crimson blood coated her hands and clothes. Ruby's blood. Wilting rose petals scattered about, slowing resting themselves on the quickly growing crimson pool.

"No… no no no no no!" repeated a frantic Weiss, staring at the piece of glass punching cleanly through her friend's chest.

"Ruby no, Ruby, Ruby! Wake Up! Please! Ruby!" she cried, trying her best to stop the flow of blood coming from her friend's body. Her first and best friend, who was dying in her arms.

"Ruby! Please Wake Up! Please don't die!" she screamed, slapping the redhead, hoping to keep her awake for a few more seconds, seconds in which help would undoubtedly come…

Tears fell from the lonely teen's eyes onto the younger girl's face, who used to be so full of life but was now contorted in a slight grimace, her eyes closed.

Dimly glowing silver eyes slowly opened, blinking blearily as Ruby stared at Weiss, her weak voice barely audible.

" _Weiss?... I don't feel so good, I'm really cold_ ," she croaked weakly, and began to cough blood into the Heiress' already blood-stained coat.

"You're going to be okay Ruby, just stay awake okay! You're going to be fine!" tried to smile Weiss, cradling her friend's hands in her own.

" _Hey Weiss…"_ mumbled Ruby.

Coming closer to hear the dying words of her best friend, the Schnee Heiress forced herself to speak, unwilling to let her emotions prevent her from hearing her leader one last time.

"Yes, Ruby, what is it?"

A faint smile made its way across the blood-stained face of the crimson girl who gazed up at her teary-eyed teammate. It was her biggest secret, one she had carefully kept from everyone, no matter how bad a liar she was. It was one she had wanted to tell Weiss for days now, but with the Vytal festival, she hadn't gotten the chance. But if she didn't say it now, she would never be able to do it. So, she forced a weak smile on her face and opened her mouth, forcing her last strength into uttering the words she had wanted to say for so long…

" _I love you…"_ she croaked, her mind, in its last instant, focusing on the other girl's reaction, just before she died, her silver eyes dimming and her head dipping forward, into her friend's, and crush's, chest.

Blue eyes widened in shock, it took Weiss a moment to understand Ruby's words, and when she did, she cradled the girl's body to her own, pressing her forehead against hers as she sobbed. Her cries grew with time, until she was screaming in anguish, screaming her rage, anger and regret to the world, wordlessly cursing those responsible for taking the redhead from her. She cried in agony for the world to hear, the body she was cradling dissolving into blue motes, leaving Weiss's blood-stained hands empty, leaving nothing behind but her blood, single glass arrow, and wilted rose petals scattered about.

* * *

Elsewhere, in a desert plain with crusty soil and giant metal gears hanging from the sky, numerous rust-covered swords impaled into the ground…a little red-riding-hood with silver eyes woke up.

* * *

Authors Notes:

Haha, I should have just made this a separate story. But like Ruby said to Weiss, "Nah!" A bit of White Rose there at the end, but then Ruby had to die. Good job Ruby 10/10. So yea, Ruby is a Counter Guardian in this side-story. I tried to base the encounter with Alaya like the protagonist did in Saga of Tanya the Evil with his/her encounter with 'Being X' (you should watch it, 11/10 would recommend).

I wrote this little side-story when I was taking a break from chapter 4 (which is going to be quite lengthy so please be patient). Hope this will satisfy your thirst for more in the meanwhile.

You know what I was listening on repeat as I wrote this chapter and my main Chapter 4?

Losing It All – Anberlin. A rather contrasting conclusion to this Omake. But do not fret! There will be more of this Omake in continuations! Then again, all of my chapter names (except this one) come from songs by Anberlin, We Came as Romans, Aimer, and Trust Company. (Got a nice list of chapter names for future chapters).

A field of thank you's to **Arawn D. Draven** for beta'ing my chapter!


	5. Ch 4: Losing It All, Part 1

**Responses to Comments** :

 **DPSS** – Don't worry, my omakes will not be joining my main story. It was just a story I had written when I was getting tired from the main story. I will continue it in other omakes, however. I will however, write side stories that will be part of the story, but not included in main chapters, and will be clearly denoted as such (As a sneak peak, I'm writing one that involves Rider and Yang). And more Ruby being able to trace read my response to Takei Daloui below.

 **Takei Daloui** – I thought I was being clear that she was only going to be able to use it once. She hasn't gained the ability to trace/project nor is she in UBW, Alaya did all that. Where do you think Alaya keeps its Counter Guardians? It's just a realm created to fit the Counter Guardian **EMIYA** , and anymore is spoiling future omakes. I honestly think Ruby is broken in some way mentally now that I'm watching more of Volume 4, and even before that. Perhaps when her mother died, or maybe she was awake the entire time Qrow saved them from the Grimm? (i.e. similar manner on how Shirou was saved) Who knows. Ruby blames herself for pretty much everything that happened to Penny and Pyrrha.

 **Roxas902** – Thanks for enjoying my omake and my previous chapters. Also, thank you for continuing posting your thoughts in the reviews.

 **ZenithTempest** – Sorry you feel that I'm dragging this on and being overly mysterious. Not really what I was aiming for. I would do longer chapters, but I just don't have that kind of time-dedication to work on overly long chapters, nor the patience to sit on a single chapter for so long. This chapter is an exception, but usually expect chapters from 3-5k words.

 **Dave** – No, Velvet is not the reincarnation of anyone, I find reincarnation stories rather… tedious. They usually just shoehorn people they want to survive and dope them with stupidly strong traits. I just want to do something special with Velvet. :D

 **doraemax** – No, it isn't a story about EMIYA. It's a possible explanation for the Grimm's appearance and for a world so obsessed with Heroes and legends and an allusion to Salem (we know so little about her), I wanted to make something to fill in the holes. Although, the parallels to the Heaven's Feel ending was on purpose.

.-.-..-.-.

 **Chapter 004 – Losing it All – Part 1**

.-.-..-.-.

The warmth of the morning sun trickled through the small gap in the blinds, its tender rays softly caressing the visage of a young man as he sat asleep in a wooden chair next to an occupied bed. His right hand was gripping the hand of the bed's occupant, though his grip, while strong, was not crushing, and more to ensure that the appendage it held wouldn't escape its grasp. If anything, it was a tender, but firm, hold, the way someone would hold their loved ones close. The yellow glow of the sunlight shone over his coppery hair, a few white bands clashing violently with the opposing color, also warming a large piece of red cloth wrapped around the man's left arm. Strangely, the little visible skin on the wrapped arm was a dark tan, quite dissimilar to the peach complexion of the sleeping young man.

The room, while small, was quite cozy, with walls made of dark-brown timber planks, a desk with an incandescent lamp sitting against a single square window, a cabinet in the back of the room that would support a meager wardrobe next to a door that led to a shower room. And of course, a small twin-sized bed with a striped black and white sheet covering a slumbering person, the bumps from the cover showing a rather endowed female sleeper. The room proved to be well-kept, as it was almost perfectly immaculate, not a single speck of dust visible anywhere, truly a testament its upkeep. Overall, a nice room in the village's inn—also known as the Harvest Moon Inn—for any weary travelers to sleep, fill their empty stomachs, and recover from the tiring journey. Especially such travelers that had trekked through the depths of hell to emerge victorious, though anyone who would have such an ordeal would have been satisfied with even subpar bedding, even if the high quality was more than welcome. Alas for the resting occupants of the room, the day was beginning, and while they were undoubtedly exhausted, their biological clocks would see them awake as soon as they were rested enough to function properly, regardless of how much they needed more sleep.

Heavy eyelids slowly fluttered open as the glow of the light made silver eyes blink blearily, sleep still very much clouding the mind of the former sleeper. Steel eyes surveyed the area as the half-awake mind slowly stirred and a sincere smile slowly made its way across the auburn-haired man's face as he recognized whose hand he was holding.

Leaning forward in the chair, he brought his other hand to softly caress the feminine hand as if it was made of glass, trying to reassure himself that he wasn't dreaming and that the resting woman was indeed there. She was showing signs of recovery from her ordeal, the black veins had mostly faded from the hand, her fingernails had regained their original pink tint, but her skin was still deathly pale with black veins that coursed further past up the forearm. Reaching over, he shifted some white locks of hair behind her ear, her hair having covered her face at some point of her rest, revealing a delicate face. The rising of her chest, slow and steady, only highlighted that she was recovering from her ordeal, and her peaceful expression made possible by the man's presence in the room. She was still far from completely recovered, and might never make a full recovery, but even the state she was currently in was better than the one she had previously been in.

Before he could dwell on it more, a soft knock came from the door, providing an appropriate distraction from the dark thoughts that plagued the man's mind. Carefully extracting his hand from the young woman's, he made his way towards the door, opening it and coming face to face with a woman of exquisite beauty. Long purple hair fell in smooth waves down her back, only stopping a few inches from her feet, while surprisingly skimpy clothes clung to curves that would have damned any other man to sin. Yet for all her beauty, the woman now standing at the door had an air about her, a way of standing, a way of being, that screamed "predator". Yet more so than her figure, or the air that she projected, what stood out the most was the elaborate blindfold she wore.

"Shirou," the sultry voice of Rider began in a low hushed voice, "I see you've awakened. How is Sakura?"

"She was tossing and turning a bit last night, but now she's sleeping peacefully," whispered the newly named Shirou.

Although there were currently no other occupants in the top third floor they occupied-Tohsaka had made sure of that-it didn't hurt to be mindful of the others and the sleeping girl behind him. The alluring woman let out a quiet sigh of relief, as she had been beside herself with worry for the better part of the night.

While Sakura Matou wasn't related to her by blood, she considered the young woman as a younger sister, one that she had almost failed to protect, would have failed to protect if it hadn't been for the help of both Shirou and Rin Tohsaka. There were no words for how grateful she was to the pair, and the budding attraction she felt for the young man who had been nothing but a gentleman to her, while sacrificing everything to save his loved ones, made her keenly aware that now that the worst had passed, things were bound to become quite complicated.

"What about you? You hanging in there?" inquired Shirou, looking her over worriedly.

"I stayed in astral form to conserve prana," quickly answered the serpentine woman, in a low voice. She had kept a vigilant watch as they all slept, especially for any that would have noticed their presence. Fortunately, she had not encountered someone or something that wished to do them harm during her patrol. Yet her deflection was not missed by Shirou, the young man's eyes narrowing in concern.

"You know," the young man began, "You could always make a contract with Tohsaka or even Illya, that way you…."

"I realize that, but…" she interrupted, pausing for a moment to gather her wits. "Once Sakura awakens I'll remake my contract with her if she wishes. If not, I'll…."

"Don't finish that, Rider," scowled Shirou, knowing that behind the blindfold, the purple-haired beauty was likely glaring at him, "She'll definitely want you to stay with us. You're our friend, and we've gone through enough as it is."

They had lost Archer, Illya's rather terrifying servant, Berserker, and his own servant Saber. While he was a bit apprehensive about the things Rider did during the war while under Shinji's orders, Shirou just didn't want any more bloodshed or suffering to happen because of what had happened during the war. In the end, Rider had sided with them to protect Sakura, and that was more than enough for the third-rate magus to trust her.

"I see…."

Perfect lips quirked in a small smile, and Shirou realized for the first time just how beautiful Rider was when she smiled. During the war, she had never smiled, though one could argue she had little reason to, given hers and Sakura's circumstances. It was pleasant to see her finally crack the emotionless mask she had worn so far.

"Friends sound nice."

The young man's own smile joined hers as he remembered his other classmate.

"Speaking of friends, are Tohsaka and Illya up yet?"

Returning to her inexpressive façade, the Servant dutifully replied:

"I believe they still remain asleep as it's slightly past sunrise, although I have been hearing strange noises come from Illyasviel's quarters for quite some time."

Shirou frowned. While Illya was eccentric, it was still worrying to know that "strange noises' came from her room. Though now that he was a bit more aware of the opposite gender's quirks, he did prefer to make sure he wasn't worrying for nothing first. God knows what his sister would do if he barged in her room unannounced, even if he had good cause to be worried.

"Weird noises? Like how?"

"Like low guttural sounds a wounded beast would make."

"A wounded beast…? Ah," frowned the young man, before his face lit up in understanding, "Don't worry about it, she just ate too much ice cream last night."

It was quite a handful for Shirou to chastise his sister for returning late last night sporting a comically bloated belly when she was supposed to gather information with Rin about this new world they found themselves in. As Rin put it, Illya pretty much immediately went off on her own not even five minutes after leaving the trio behind in the inn. Illya claimed to have discovered something amazing, but was met with doubt from both Rider and Shirou as when she revealed the full course of ice cream she had eaten. While the ice cream could have been amazing, they had more pressing worries at the moment.

"I see," nodded Rider, knowing the matter was closed. If Shirou himself believed Illya was fine, there was little reason for her to worry. While not overprotective, the copper-haired teen was still very protective of Illya, especially since she looked and often acted like a ten, maybe eleven, years old child.

Shirou realized that while the Holy Grail may have imparted the knowledge of ice cream upon her summoning, she's never actually tasted the frozen goodness before. He would have to rectify that sometime in the future, perhaps with a homemade ice cream recipe he had been thinking of making before the war broke out. Although, the ingredients may be vastly different in this new world, he would have to make due. Surely since ice cream exists in this world -as made apparent with Ilya's current predicament—it was a possibility.

"It's funny her very first meal in an unknown world is something as comical as ice cream. You'd think we be scavenging off the land eating bugs over a campfire," he added, letting out a quiet chuckle with Rider just 'glaring' through the blindfold with her usual look of indifference. Though his chuckles quickly died down as his companion stayed silent, her solemn personality making it hard to find humor in their current situation.

Hoping to salvage the awkward stillness, he coughed, before changing the subject.

"Anyways, I'm going to head down the inn's kitchen to see if I can get something for Illya's stomach and make some breakfast for everyone."

"I will keep watch over Sakura in your stead," promptly offered Rider. Shirou pitied anyone who would disturb her vigil. He had seen just how protective she was of Sakura, and as a Servant, she was far beyond anything a normal human could handle. He just prayed that some poor soul wouldn't do anything to warrant her ire, as he had no intention of fighting the Gorgon. Archer's arm or not, he wasn't about to fight an overprotective, very powerful, older sibling looking only to protect their surrogate little sister.

"Thanks, I'll be up with some food in a bit", the soon-to-be-chef answered as he began walking down the wooden floor of the hall to communal lounge. The sound of a door closing behind him confirming that Rider had begun her watch over her former master—and hopefully future master once again.

.-.-..-.-.

The sounds of sizzling pans could be heard from within the inn's kitchen, the smell of food being prepared drifting around. The delicious aroma drew several of the patrons to the lounge who eagerly waited for breakfast to be served, and even the inn's owners, who were an elderly couple, were also seated at a table alongside their patrons. The sounds of back and forth banter were heard past the doors that led to the kitchen, one voice belonging to Shirou and the other, presumably, the actual chef of the kitchen. If one listened, words like 'now turn down the heat,' 'add these spices at this temperature,' and 'then add the ingredient here' could be heard.

The door swung open with the a rather pudgy, ecstatic-looking man who pushed a cart loaded with several trays of food, including golden fluffy omelets, juicy hams, crisp bacons, waffles, various fresh fruits and breakfast items, and of course a pot of steaming dark-brown coffee for those who needed that extra jolt of energy in the morning. The food looked delicious, in fact, several of the people present were reminded of cookbooks' pictures, showing that the plates had clearly been made by a professional.

While everyone was captivated with the food being laid out, Shirou slipped out of the kitchen as he carefully balanced several trays of food for the rest of his companions upstairs.

He was a bit apprehensive about Tohsaka using some mild hypnosis to convince the aged couple, who were the owners, that she was their grand-daughter and that he and the others were her traveling companions, but he couldn't really complain due to their current circumstances, being in a foreign world and all. So, to ease his modest guilt, Shirou decided to aid the chef with breakfast after he received permission from the owners to pay some form of reparation for their stay. Although, the coppery-haired man didn't forget about his sister's current suffering and brought up some stomach medicine—provided by the same elderly couple- before he started in the kitchen.

Archer's memories were also surprisingly useful in the level of skill his alternate-self had in terms of cooking, but then again, he himself has always had a fondness for the culinary arts. The servant, however, took it to an entirely new level, using Magecraft to enhance the properties of food. It was something he would have to investigate once things settled. Although, the rest of the memories were in complete disorder and would take much longer for his mind to process them.

Reaching the foot of the staircase, he paused, trays in hand, the steps appearing as if the angle of ascent had increased twofold.

'This might be a little difficult… makes me almost happy that my house didn't have multiple floors' he sighed in mild despair. Carefully taking the first step as he attempted to keep the trays level. One step down, two floors to go, and he started a rhythm to keep balance as he ascended.

Two men entered the lounge and sat at a table just as Shirou slipped out of sight. A green-camo rifle was slung across the back of one man, while the other had a silver longsword hanging from his left hip. The two let loose a sigh of relief as their tired feet finally got some rest, one retrieving a flask of liquor from his coat's pocket and taking a long drink before handing it to his companion for a swig, indulging in the burning sensation that trickled down their throats. Fire-brand whiskey, a Valean mix of a high percent alcohol mixed in with a few milligrams of red Dust that ignited a fire in the veins of any who drank it, perfect for huntsmen who just needed an extra punch compared to normal alcohol, their Aura making normal alcohol all but ineffective.

The rifle-wielding huntsman was the one to break the silence first, sighing happily as he lounged in his seat.

"Man, today was a close one. Almost lost Jackal back there from that beowolf pack."

His partner nodded, stretching the kinks out of his back.

"I hear you man, if Jackal wasn't lazing about like he usually does he wouldn't have been caught off guard. But, still…" his voice trailing off as he took another long drink before he spoke again, the whiskey kicking in, "Don't you think we came across too many beowolves this time? We only usually see two or three regulars when we escort caravans between here and Vale, and we even came across an Alpha!"

Noticing he was getting a bit too loud from the way the other patrons had turned to stare at the pair, he quieted down. Normal people had no clue just how bad things were, and it was one of the many jobs of Huntsmen to make sure that they didn't know. It wasn't out of malice, rather, the panic that would result should people realize just how easily the Grimm could wipe them out would attract the creatures like moths to a flame. Not to mention put them in a killing frenzy, something no sane Huntsman wanted to deal with. Regular Grimm were a nightmare, waves of frenzied monsters out for blood was not what anyone wanted to deal with.

"Sshhh, lower your voice," hushed the sniper before he continued, as the other patrons returned to their meals. " Come on man, this is one of the safest places you could be outside the Kingdom's walls and there are patrols of Huntsmen and militia forces like every few miles. I think you're just getting jitters from a close call. Growing too complacent I say, getting soft."

While he sounded condescending, the fact that he had reached his current age made it clear that he knew his strength, and had the experience to know when Grimm weren't acting normally. And honestly? So what if there had been more Beowolves than usual? Those beasts moved in packs, so for all they knew they had come across a pack moving to another area, nothing to worry about.

"But…"

"Look, if it bothers you that much, we can go investigate the area this afternoon and clean up. Got to harden you back up! Haha!" grinned the sniper, slapping his partner's back.

Rubbing his shoulder, the swordsman groaned.

"Right... Let's just eat right now, we'll worry about that when we go out."

"I hear ya, I'm starving!"

Both Huntsmen then stood, walking over to grab some food. The excellent food prepared by Shirou and the chef had them gobbling down several plates, replenishing their energy and lifting their spirit better than anything else could have.

Once they were done, they grabbed their weapons and left, ready to exterminate any Grimm they would come across.

.-.-..-.-.

Shirou eventually made his way to the top floor and let out a deep sigh of relief as he took the final step.

'Safe!' cheered the auburn-haired teen as he completed his vertical ascent.

Down the hall were three doors on the left, and two on the right with a small communal area set with a small table and chairs, and where a third room would be if there was one at the end of the hall. Natural light illuminated the area through two windows that were in the open space, each facing a different cardinal direction. All in all, a perfect spot for a secluded breakfast for a small group.

Shirou made his way down to the end of the hall, and placed the trays of food on the small table, one tray slightly hanging over the end, before he went to rouse the others for a nice little breakfast.

.-.-..-.-.

Empty dishes laid on trays as the raven-hair magus, snow-haired fairy, and silver-eyed man sat in peace, quietly sipping away on coffee —although he would have preferred tea—, enjoying the feeling of a full stomach after a good rest, though Rin still seemed fairly sleepy. Rider had elected to not eat any breakfast, the Servant having stated she'd rather watch other Sakura and that she did not technically need to eat anything, and so two trays filled with food remained in Sakura's room just in case. The calming atmosphere did wonders for the three of them, as they finally had an opportunity to relax. However, as relaxing as things were, some matters still had to be addressed, and Rin was the one to start the conversation, daintily sipping her morning coffee.

"Well let's get down to business, shall we?"

The twin-tailed Magus crossed her legs, a subtle, for a normal person, sign that she had now shifted into her more Magi-like persona, Shirou merely leaning forwards and linking his fingers together, listening intently.

"If we're going to be all super serious, I'm going to get comfortable!" grumbled Illya, sauntering over to her step-brother.

"Illya? What are you…" began Shirou, but he was silenced when Illya plopped herself into his lap, smiling smugly at Rin as she leant her head into her beloved Onii-chan's chest.

"Hey! What are you doing Illya! Get off Shirou! We're trying to have a serious conversation!" growled the now fuming Tohsaka, looking none too pleased at the deceptively younger-looking girl's choice of seat.

"But I'm sick! I had such a bad tummy ache and need my precious brother to take care of me!" plaintively fake-sobbed the silver-haired girl, knowing that appealing to Shirou's helpful nature would ensure Rin wouldn't be able to get her to move. As domineering as the girl was, she crumbled far too easily when her step-brother was the one to ask for concessions.

Just as Rin was about to open her mouth to retort, Shirou quickly interrupted what was very likely to devolve into yet another argument between the two females. For some reason he couldn't fathom, these kind of discussions always happened whenever Illya or Rin got close to another, as if the other was irritated and lashed out.

"Get along you two, we're going to be stuck together for the foreseeable future so play nice."

"'Kaayy," immediately agreed Illya, still not leaving her comfortable seat in the red-haired magus's lap.

Letting out a deep sigh, Rin just shook her head in exasperation. As much as she wanted to throttle the little brat, there were more pressing matters at hand, so she would relent. Didn't mean that she wouldn't seek her revenge at a later date, though.

"Let's just get this started. I will begin with my observations and findings," began the blue-eyed woman. "I read several books at the local library detailing the overall history, but couldn't bring any of the books with me since I didn't have any form of identification. Apparently, we need these devices called 'scrolls' that basically function as an electronic wallet, I.D., and communications device. Procuring one for each of us will likely be the first thing to do if we wish to establish even a semblance of a cover during our stay here."

"So, it's basically a smart-phone?" interjected Shirou.

"A smart what? Never mind, you'll tell me later" she answered, before continuing, "And from what I read and global maps, there are four main Kingdoms called Atlas, Vacuo, Mistral, and Vale. Technically at the moment, we're in Vale's territory, though apparently, we're in a settlement outside of the border of the kingdom. However, most of the planet is effectively uninhabited, as most of the planet's total population currently live in in the four major capitals with small villages here and there, like the one we are currently in."

"That doesn't seem right, they seem far too advanced," frowned Shirou.

"I was getting there, apparently, those black creatures with white plates we came across before we arrived are the reason for it. They call them the Creatures of Grimm and have been plaguing humanity since, well… forever."

"I thought they were just leftovers from when we fought against those 'things' to save Sakura," frowned the Magus, recalling the horrible creatures of Darkness that had manifested themselves from the black miasma of the Holy Grail after Sakura had been possessed. The entirety of Fuyuki had been overrun with the malevolent beasts when they set out to rescue Sakura from Angra Mainyu, and they had fought through scores of them to reach her. After they successfully defeated the corrupted servants and rescued Sakura, most of the events afterwards were a blur to all of them. The first thing Shirou recalled was waking up in the forest with these… Grimm… immediately beset upon them. Their resemblance was uncanny, bodies dissipating into dust after begin defeated, white-bony plates armored their bodies, and predatory crimson eyes that hungered for life. But if these Grimm had existed before they had arrived…

"Those things were super annoying and just kept coming and coming! Cut the limb off one, and they wouldn't stop," pouted Illya, annoyed, speaking for the first time and sending shivers down her companions' spines. It was rather mortifying to see someone who look twelve years old act in such a manner, casually mentioning dismemberment. Shirou mentally made a resolution to give his step-sister the childhood she never had as soon as possible, unaware of her inevitable demise.

Ignoring the awkward silence that ensued, the twin-tailed magus continued:

"Well per books and some questioning, mankind's survival is attributed to Huntsmen and Huntresses."

"Huntsmen?"

With an indulging nod, Rin explained:

"Basically, they're a collection of independent individuals who take contracts for various things like escorts, protection, extermination, and basically anything else you need skilled individuals for. Most of them graduate from Huntsmen institutions like Beacon Academy to obtain licenses to accept those jobs."

"They sound a lot like mercenaries," remarked Illya, though she was right. Given the description, these Huntsmen sounded more like sellswords than an actual cohesive force fighting against the Grimm.

"They are, but a lot of people view them as superheroes."

"Superheroes?" frowned Shirou, perplexed, "You make it sound like they have superpowers."

"They do," nodded the Magus, not a hint of humor present in her tone.

"Obviously…." Distractedly nodded the silver-eyed teen, before his and Illya's eyes widened in shock as their minds finally processed what they had been told.

"Wait, what!?" both siblings exclaimed in shock.

Keeping her composure, Rin allowed herself an inner smirk at the reactions. It was quite amusing to see the usually unflappable pair in such a state of disbelief. While she was forced to endure Illya, it didn't mean that she couldn't get her revenge on the girl for her childish behavior and taunts when it came to Shirou.

"You can imagine my surprise when I discovered it despite it being common knowledge. It's called Aura and as they put it, it is the 'manifestation of one's soul."

The way she made air quotes around "manifestation of one's soul" made it clear just how dismissive she was of the notion, although neither of the siblings were willing to disagree until they hear more.

"You're saying that each of these huntsmen have their own Reality Marble?" asked Shirou, aghast. He, as far as he was aware, was only the sixth human in the entirety of human history to have a Reality Marble in their original world. To think that an entire world's population could have their own…

"No, that's just what they call it. Most of these Aura's manifest themselves are personal shields and one-trick-ponies as a specific ability called Semblances like increased strength, perception, manipulating an aspect. It's just a quirk of personality and Aura and doesn't force one's inner self into the real world like Archer's Unlimited Blade Works."

" …" The amalgam of human and Counter Guardian sat in silence, his left arm aching as he places his other hand on the shoulder bearing the Shroud of Martin. The connection between his own body and Archer's arm tingled with static, and Shirou could swear that it was spreading across his own body, unaware that he had lost his focus on the conversation and eyes lost in a thought.

The little girl in his lap noticed his unease and tightened her grip on his knees.

"Regardless of the technicalities, this may let us use Magecraft a bit more freely and pass it off as Aura, but we should take care to keep it a secret. Especially your Tracing Emiya."

However, Shirou did not hear it due to being lost in thought.

"Emiya!" Rin said again, snapping her fingers to make him focus back on the conversation.

Although outwardly she appeared irritated, the truth was that she was terrified for the other teen. Having the limb of a Servant grafted to yourself had never been done before, and while she wanted to believe it would be fine, she knew that there would likely be consequences for Shirou, consequences that might be quite dangerous for him.

Noticing his loss of focus, he rubbed his neck sheepishly.

"Oh sorry. Continue."

"Onii-chan needs to pay more attention," giggled the fairy in his lap, trying to alleviate the somber mood her brother was in.

"Like I was saying, try to avoid using Projection as Semblances cannot manifest physical objects. Reinforcement should be okay, though."

"Alright," nodded the copper-haired Magus. He trusted his friend's analysis of the situation, and did not want to draw undue attention to their group by making a foolish mistake.

Not that he would willingly use any form of Tracing right now, it had nearly killed him when he used Archer's arm after it was grafted onto him. It felt as if the limb was slowly taking over his mind and body, and that terrified Shirou. Knowing that eventually, he would no longer be the person he was now, but then again, he already threw away his ideals when he saved Sakura, leaving Fuyuki and the rest of the world to die. Did that already make him a different person, a monster?

'No', he decided, it merely drew the line which he would not cross, in that regard he was nothing like the Counter Guardian.

"So, we should probably head to the main city of Vale and obtain identification and scrolls to begin to build a foundation until we can figure out a way to return," decided Rin, after all it was their only possible plan of action, not mentioning that the only person capable of inter-dimensional travel was the Wizard Marshal of the Clocktower. She was a genius! She'd figure it out…. eventually…. Maybe they were stuck on this planet, interdimensional travel was the realm of science fiction and True Magic after all.

Raising a finger to her chin in a thoughtful pose, Illya frowned thoughtfully.

"Won't that be suspicious, a couple of strangers with no papers showing up from nowhere asking for documents?"

"Not really, I was asking the proprietors of the inn and apparently keeping consistent records between the main cities and villages is rather difficult. No one will even bat an eyelash at us if we say our old home was destroyed, which isn't all that far from the truth," Reassured Rin.

"Hm, if you say so," grumbled the Einzbern, looking rather unconvinced and returning to amusing herself on her step-brother's lap.

Rin proceeded to talk about other things like the Faunus, the CCT system, which in Shirou's mechanic mind was beyond badly made—Who builds a communications system, where knocking one out takes all of them down? —showing just how gifted the young Magus was at obtaining information, although Illya had participated, if only a little, in the information gathering. Although, there was one topic that the Jewelcraft Magus seemed to rather ecstatic about.

"Dust, and I have a sample," grinned the excited teen, taking a small crystal out of her pocket.

"Should I be worried about a jewel heist making the news?" deadpanned the sole male, quirking an eyebrow.

"How rude!" she scowled, giving him a look of betrayal as she raised the crystal to show it off, "Also this isn't a jewel, it's more along the lines of a common mineral but that's not what makes it special. This thing has naturally occurring mana!"

"…. And?" he deadpanned. Obviously, he was missing something, but his Magecraft was entirely centered around weapons, not to mention he was hardly a decent Magus by any stretch of the word. Though it was hardly his fault he didn't know half of what a "proper" Magus was expected to know.

"I'm serious! Do you know what this means!" she exclaimed with stars in her eyes as she leaned over the table to point the white crystal, Dust, in Shirou's face.

"I won't have to load up jewels with my prana anymore! No more spending an obscene amount of money on jewels since these things are a fraction of the cost!" she continued to rant about the opportunities this Dust would offer, Shirou blankly staring at her. And was that drool coming from her mouth? Rin was literally rubbing her cheek against the white crystal, as if she had found the best toy in the world.

"I can already think of the possibilities!"

"Oii, earth to Rin," playfully called Illya, staring at the scene in amusement, and mentally filing the reaction away for future teasing material.

Realizing what she was doing, and in front who she was doing it, the Magus blushed beet red before forcefully composing herself, although a blush could still be seen on her cheeks.

The sound of a door opening drew the attention of the trio as they turned their heads to the room Sakura and Rider were in. The female servant stood in the doorway facing them, and opened her mouth to speak.

"Sakura is awake."

.-.-..-.-.

Shirou was the first one to be by Sakura's side, though before that Rider had at least given her a summary of their current situation. It would have done the recovering young woman little good, after all, to have her discover their situation by accident, especially so when they had little idea of what kind of aftereffects she might be suffering from her possession by Angra Mainyu. Illya stood out in the hallway since it had less to do with her, Rider had placed herself alongside the wall opposite of Sakura, and Rin stood in the doorway, looking at the sister she had worked so hard to save, but now the words caught in her throat, not knowing what to say. She _had_ helped save Sakura, but it was partly her fault that her sister had been possessed in the first place, after all.

How would she even start? Sorry for abandoning you to the Matous as a _child,_ where you were horribly treated, infested with worms, abused on an almost daily basis, _raped,_ and just been viewed as nothing but a tool? Her pragmatic mind told her that her younger sister would never forgive her, and honestly, she wasn't sure she even deserved to be forgiven. Looking back, there were many small things over the years that could be interpreted as desperate pleas for help, but they were always ignored. Especially from a year or two before the war started, with Shinji's drastic attitude change towards Sakura, it was even more painfully obvious that something was wrong with the once-luscious-purple-haired girl, now a bone-white. Her once purple eyes, like amethysts, were now a deep and unnerving crimson. And it was all her fault that this had happened to her own flesh and blood, and she would be damned if she didn't do everything in her power now to make up for it, though her intentions would be meaningless if Sakura didn't want anything to do with her. And so, Rin stood there, unable to voice the words she wanted to say so badly.

But it wasn't her who spoke first, no, it was the bedridden girl, her little sister she had been forced to abandon, who broke the silence first.

"Tohsaka-sempai…"

Sakura's voice was soft, almost a whisper, and it nearly broke Rin to hear it. There was none of the hate or the anger she expected, and it hurt all the more to have her sister seemingly not holding a grudge at her. It would have been easier if Sakura had insulted her, accused her, for then at least, she would have been able to atone for her sins. But how was she expected to do so if her sister didn't resent her?

"Matou-san…" was her automatic answer, and she immediately wanted to kick herself. _Excellent way to start things, Rin! Let's call her by the name of the people who nearly broke her, great start, really!_ "It's… good to see you."

 _Good to see you? Really?_ Deadpanned Rin's "inner voice", _Wow, you really have a gift with words, haven't you, Rin?_

"I see…" whispered Sakura, looking a bit saddened.

Letting out a deep sigh, she brought up her hands had loudly slapped both of her cheeks, both Shirou and Sakura looking at her with uncertainty. _Let's hope this works better._

"Okay… Sakura... I'm not very good at this so I'm just going to say what I want to."

"Um, okay?"

"I'm sorry!" she very nearly yelled, only Sakura's recovery stopping her from doing so, as she bowed as low as her body would allow her to, surprising both of her underclassmen.

"Tohsaka?" blinked the sole male, unsure of what to do. Shirou, after all, had very little experience with women, and for all his good points, was also far from the most gifted talker when it came to comforting distraught females.

"Let me finish," she replied, taking a deep breath before continuing. "I'm sorry for not coming to get you earlier! I'm sorry for not noticing everything that happened to you! I'm sorry for not doing anything! And I'm sorry for being a horrible sister!"

By the end of her apology, her eyes were stinging, a few tears escaping the usually unflappable girl's eyes, from both frustration and regret, making it clear that she meant every word she had spoken. It was _extremely_ rare for her to apologize, but this was a special case, and she was quite sure that an apology was the very _least_ she could offer.

The silence following her outburst wracked her nerves as she nervously waited for Sakura's answer. This was it. She would know if her sister forgave her, or if she no longer wanted anything to do with her. Honestly, she wouldn't fault her for not wanting to have anything to do with her anymore, not after everything she had been through.

Looking at the young man sitting beside her, in which he could only offer a soft smile to her, and back to her guardian, who gave a shrug as a response, Sakura returned her gaze to her estranged sister.

While Rin's gaze was fixed on the floor, Sakura glanced at Shirou, who offered her an encouraging nod, then to Rider, her guardian just shrugging, before returning her gaze to her sister.

"Nee-san…," the older girl perked up at being addressed as a sister. "It's… okay. Rider told me that you and Shirou almost died rescuing me. I think that's enough."

"Sakura…" smiled a beaming Rin, a few tears of happiness quickly wiped by her sleeves.

"Let's just take it slow, and start as friends," smiled back Sakura, a pained, yet beautiful smile, not at all tarnished by the state she was in.

"Sounds great," smiled the older sister, happy to know that she could finally mend her relationship with the younger girl. She rushed to Sakura's side to give her a long hug, no words being exchanged between the two as they embraced each other, the white-haired girl returning the embrace weakly, but as strong as she could. They broke he hug after a few moments, both sisters wiping away the tears that were forming in their eyes.

Setting her gaze on the man who rescued her sister, Rin returned to her usual serious persona.

"Let's talk more later, right now we got to focus on getting to Vale so I'll be working on that. I'll let you two catch up for now~," grinned the blue-eyed woman as she walked out the room, dragging an eavesdropping and protesting Illya with her, leaving behind the trio.

Silence settled over the group, none among them willing to break it at first, until Sakura finally gathered her courage.

"Rider told me what you did…" murmured the young woman as she reached for the cloth-wrapped arm, stopping a few inches away from contact, "I don't remember most of it, but I know I did horrible things," her voice was thick with self-loathing, and her remaining hand had clutched the sheets so hard Shirou was afraid that she'd tear them apart.

"I could _feel_ them you know… It's like I can still _sense_ them inside me, all those horrible feelings passing through… Everyone's emotions, I watch them as they die, as they were ripped apart by the Shadows."

Her face was downtrodden as she couldn't bear to keep eye contact with either Shirou or her servant, tears falling from her face and voice breaking into sobs.

"I saw Fujimura-sensei die…Mitsuzuri-sempai… I saw everyone at school die…Fuyuki… and it's all my fault!" she cried, finally letting go and sobbing in earnest, tears pooling over her clenched fists.

Shirou did nothing, showing no indication of approval or displeasure, his face impassive, all he did was listen intently as he kept his eyes on Sakura, the sole indication of his feelings being a tightly gripped fist.

"You lost your arm! Nee-san almost died! _You_ almost died! You're a hero of justice right!? So why did you save me! You were supposed to save everyone else!" she demanded, tears falling from her soft cheeks.

"I'm dirty! Revolting! A monster! You should have saved everyone else! ... You were supposed to save everyone, but me…" she trailed off, continuing to weep over the blanket.

Shirou had long pondered on that train of thought ever since they landed on Remnant. Why did he choose to save Sakura over the thousands of lives in Fuyuki?

His dream of being a hero of justice told him he should try to save everyone regardless of the personal cost, but he couldn't do both in this case. Kill one to save ten, kill ten to save a hundred, kill a hundred to save a thousand, that was the hard truth he had been forced to face. The vague memories the Counter Guardian granted him through the grafted arm gave him the necessary knowledge to come up with his answer. His conclusion led him to believe that Archer fell into despair in trying to save everyone is because he forsook everyone. His alternate-self cast away personal relationships and threw himself, with no regard for himself, into saving as many people as possible from one location to another, never forging any bonds along the way, and any friends he did have left him because of his nature, unable to understand how he could so carelessly endanger himself for people he didn't even know. So, he died alone and betrayed by the very people he saved, people unable to comprehend the man who had saved them, unable to understand just _what_ they did.

The young man knew he still had those aspects that caused Archer to become the man he was, but he was now aware that he had no regard for himself since Rin had pointed it out his broken persona during the war. She had also pointed out that Archer's Reality Marble was the best way to see how distorted he was, as being "weird" was practically a requirement to manifest such a thing. Perhaps, Archer's personality was already corrupting his own now that he could look upon his old dream with nothing but disdain for how it was currently formed. It was that selfish dream of his that caused Sakura to suffer, for him to be so blind, for what good is a dream that can't even save one girl. Numbers meant nothing, for all lives were _not_ equal, how could saving ten people who lived in luxury equal saving a single girl who deserved happiness more than anyone else he knew?

"Sakura… You're not dirty, revolting, nor a monster," began the silver-eyed man, "You're the woman I love, and I won't let anyone, not even yourself, disparage you."

"Eh?" blinked Sakura, crimson orbs staring up at his own silver ones with nothing but incomprehension, their owner unable to understand what she had just heard.

Expanding on his words, he continued.

"You were just a victim, and it was my fault for not noticing, no… for not doing anything long before the war even started. I should have noticed and done something."

He let out a deep sigh before continuing.

"This damned dream of mine caused me to be so blind because I was so focused on saving everyone that I lost sight of the _one_ person who was always by my side even as she suffered quietly, the one person who _deserved_ to be saved. You took care of me after the incident in the Archery Club, and continued to do so long after I had recovered from it. You never left me, and I was blind to never notice why, or rather I couldn't understand why anyone would ever love a person like me."

Leaning forward so close that their foreheads touched, he kept going, kept pouring his heart out, knowing that nothing but the truth could help Sakura heal, to help her realize that just like he was her hero, she was his.

"If the world wants to take you from me, I'll just have to fight against the world to keep you because that's what a Hero does. I'm your Hero, no one else's."

Their lips met each other, Sakura freezing completely as her mind failed to process that her Senpai, the man she had loved since she was a child, was _kissing_ her, showing _her_ , of all people, affection, _love_.

"But… but don't you think I'm… dirty? I was infested with those… worms… Shinji raped me…" she choked, her mind flashing back to her nights in the pit, to those where she felt the disgusting weight of her adoptive brother over her body. How could Shirou love her, even knowing that?

"No," he firmly stated, meeting her gaze with is own, "And even if you were, I would still love you."

"Prove it…" she whispered, barely audible enough for Shirou to hear, averting her gaze away from the young man.

 _Prove it?_ he pondered, _How would I… … oh…_ His own cheeks turned scarlet at the realization of what Sakura meant. Obviously, he couldn't do that with an audience, Rider was standing right there, with her eyebrow probably raised. Not to mention they were probably leaving in a few short moments, so he could only do one thing in this situation. He didn't want their first time together to be rushed, he wanted to show her his love, to show her how he worshipped her body, how _nothing_ about her disgusted him.

Shirou once again leaned forward and gently cupped her chin, slowly drawing her in. Her eyes clamped shut as she waited in anticipation, her soft body quivering. He kissed her once more, but this time much deeper and longer as their lips met. Both lovers moaned into the kiss, enjoying the action of demonstrating their love to the person they loved, and only the need for air made them part, a small string of saliva linking their mouths together.

"Was that enough?" asked the silver-eyed man.

"For now~" she stated, with a dreamy look on her face, before looking towards Rider, the Servant having shifted her position.

"Rider?" she asked uncertainly, looking behind Shirou to see a kneeling Servant, her long purple hair bundling on the floor, and her face facing directly towards the wooden floor.

"Sakura, I cannot let this wait any longer as I will fade away shortly."

Sakura started, her face betraying her shock, before her eyes narrowed into a determined expression. She had lost far, _far_ too much to lose someone she had come to see as a protective older sister.

"We are no longer bounded by the master-servant pact but I would ask of you, would you be my master once more?"

Straightening herself in the bed as much as she could, her voice was firm as she answered.

"Rider, I accept your vow and accept the pact."

A burning feeling ignited on the back of her hand, as the command sigils printed themselves on her pale skin, the pain fading away quickly as the link was completed. Closing her eyes, she could feel Rider's presence once again, the comfort of the servant's presence bringing a feeling of relief.

"Welcome back Rider," she smiled, reaching her arms towards the mature woman, beckoning her to come closer.

"It's good to be back," answered the Heroic Spirit, hugging her charge gently, though Shirou could tell that she too was happy to be Sakura's Servant once more.

' _I have a family again_ ,' whispered the white-haired girl, tears of joy falling from her eyes as her fingers traced the familiar patterns of the Command Seals on the back of her hand.

Knocking came from the door followed by Rin's voice, asking if she could enter the room. The two surrogate sisters broke the hug, with Rider returning to her previous spot by the wall as Shirou stood up and opened the door for his Senpai. Upon entering the room, the magus noticed her sister's puffy red eyes, snot running from her nostrils, and swollen cheeks. For someone who was very beautiful—well prior to being possessed-, she was a rather ugly crier.

Her head mechanically turning towards Shirou, artic blue eyes stared the silver-eyed teen down, her voice when she spoke, was downright _freezing_ , and the occupants of the room were surprised to not see their breaths coming out in clouds.

" _Shirou_ …? Why is my sister crying?"

Her tone plainly stated that he better prepare a very good answer, and that should said answer fail to satisfy the Magus, there would be _repercussions_.

"Umm… a heart-to-heart moment?" he offered, raising a hand in surrender.

"Hoh?" she hummed, glowing red energy beginning to condense around the magus's pointer-finger, making the teen gulp.

Still sniffling as she regained some composure to control her tears of joy, Sakura giggled.

"It's okay Nee-san, Shirou did nothing wrong."

"Shirou?" the elder sibling raised an eyebrow as she noticed the usage of his first name. When did she grow so bold? Well, bolder.

"Well if you say so," grumbled the older sibling, letting the Gandr she had been charging dissipate.

The copper-haired man let out a sigh of relief from being spared from the wrath of his new "sister", now he had to deal with two overprotective sisters, one of which who would undoubtedly shoot him full of Gandr once Sakura shared their newly started relationship. He threw a glance over at Rider, who had a faint smile like one from earlier that morning graced her lips.

Noticing his gaze on her, her smile increased, no doubt at the thought of Sakura finding happiness and her rekindled master-servant link. Perhaps the Servant could now focus on finding her own happiness.

"Anyways, I figured out how to get to Vale, and the earliest time we can leave is in about an hour," stated Rin, as she placed a folded cloak at the foot of the bed, "We should probably cover up Sakura since her appearance isn't exactly normal."

Everyone present agreeing with the notion, it wouldn't be good to cause panic because of someone looking like they were just possessed by a demon walking the streets. The fact that Sakura _had_ been possessed would make any questions asked all the more difficult to answer. It wasn't exactly as if they could explain their situation easily, and they didn't exactly trust the people of this new world to not get ideas _if_ they believed their story.

Helping the young woman put on the hooded cloak, the female servant led Sakura, who linked hands with Shirou, outside, following the older sister, arms linked together. They hoped to make it to Vale without incident, but they knew better than to expect the best.

.-.-.

"All right, you guys stay here while I acquire passage," the blue-eyed magus ordered as she walked into the depot office to book passage to Vale. Looking around, Shirou spotted a bench underneath the shade of a tall, leafy tree. Beckoning his companions-minus Tohsaka-the silver-eyed man led them to the other side of the street, and seated himself on the wooden bench. A hooded Sakura, holding onto the left arm of her Servant for stability, took up the rest of the space directly next to him, and Illya—finding no more real estate on the bench to sit on—plopped herself on Shirou's lap with a cheerful look, swinging her two feet back and forth and happily humming to herself. All in all, a rather unorthodox looking group of travelers if anyone stopped to pay attention.

The young man's half-hearted chuckle at his sister's whims turned far more nervous when a rather tight grip could be felt on his right, Sakura's hold tightening to degrees that were quite painful, even for him. Turning to face her, all he could see was an unnerving smile and a gaze that sent shivers down his spine.

Was that black veins coming up her neck?

"Um… Sakura, is something wrong?" he asked with a wince, the grip tightening even more around his forearm. A small part of his brain wondered _where_ she found that much strength when she could barely stand, never mind almost crushing his arm with her hand!

"No, nothing is wrong Shirou- _sempai_ ," cheerfully replied the Grimm-like Sakura, her cold tone contrasting quite frighteningly with the eerie smile on her face, "Some people just need to be more aware of things around them."

Well something was obviously wrong, Sakura had never done anything like this before to him so what could be the cause of it? Was she trying to signal something? Was there something dangerous watching them and that was why she was smiling, so they wouldn't notice she had caught on? No what wasn't it, Rider would be acting on it since they shared a mental connection, so what could be it? The only thing around them was people walking around, no one was looking at them, Sakura looked fine—relatively speaking—, Rider was impassive as ever, watching folk go about their business, and Illya was even cheerfully humming to herself on his lap… Actually, the sight of the Eizbern in his lap had likely triggered some insecurity on her part, she _was_ still unsure about his promise given everything that had happened, and needed some proof that he was serious about his words. Let it never be said that the he never noticed his own thick-headedness.

Reaching over Sakura's lap, her hand still firmly attached to his forearm, the young man took his love's other hand and interlocked his fingers with hers, with a gentle smile on his face. The white-haired girl's eyes widened in surprise, pale cheeks turning to a brilliant shade of scarlet, and black veins retreated back down as their foreheads met and silver eyes gazed into crimson

"I'm not going anywhere, Sakura," he promised, his tone serious.

The embarrassed young woman froze as her lover's voice repeated her name in her mind over and over again, each successive becoming more seductive than the last, her thoughts going in a direction that left a stuttering and blushing mess. As meek as she had been, her imagination was quite wild, and now that she knew the man she loved returned her affection, well her mind was quickly coming up with a fair few scenarios that were not for the weak of heart.

" _That's not fair_ …" murmured the embarrassed girl as she quickly averted her gaze elsewhere, protecting what remains of her sanity and dignity. She didn't think that people would appreciate seeing her push down her Sempai and have her wicked way with him in the middle of town. _Bad Sakura, keep that for the bedroom!_

"What was that, Sakura?" asked Shirou, looking worried at the sudden stuttering of his lover.

"Oh god, this is just too much!" cried out the homunculus as she leapt off her brother's lap, and twirled in place as her feet hit the ground to face the trio on the bench, both Shirou and Rider focusing their gaze on little girl.

"Look here, I know you're with Onii-chan now but you need to learn about proper etiquette befitting a lady of the Emiya household."

"Lady!" squeaked the now mortified Sakura, her hand, once gripped on young man's forearm, coming to cup her reddening cheek, as she repeatedly shook her head, her mind obviously jumping to rampant delusions of the future, not that her partner seated next to her would understand.

Placing her hands on her hips and trying to put on an air of confidence—not that she would compare to likes of Saber—Illya continued:

"Indeed! Now being the proper and educated woman I am, I shall take it upon myself to teach you the ways of ladyship!"

"Aren't you technically more of an Einzbern than an Emiya?" pointed out Shirou, amusing himself at the sight of his step-sister trying to act far more mature than her appearance would suggest. Perhaps in the years to come she could pull it off.

"Quiet you!" she retorted, throwing a sharp glare in his direction, effectively silencing him. She would not allow him to deprive her of this opportunity!

"Now listen carefully, the first and upmost importance is to gain the acceptance and respect of potential in-laws. In this case, his sister." Ah, so that was her angle.

"In-laws!" yelped Sakura, steam billowing from her ears, as she picked out the sole phrase relevant to the fantasy in her mind that was spiraling out of control. Her sanity now in shambles, she retreated to the safety of her servant, burrowing her face into the Heroic Spirit's shoulder to hide from Illya's instigations.

"As riveting as this conversation is," began the magenta-haired beauty, gently patting her charge on the shoulder, "it appears Rin has accomplished her task."

Indeed, standing on the other side of the street, a smug-looking Magus was waving several tickets in her hands.

The group of Earthlings departed for Vale shortly after, though it took some time for Sakura to be able to properly focus on something other than the images her mind had conjured due to Illya's words.

.-.-..-.-.

 _Deep in the Forest, near the Village_

Several gunshots rang out, and human shouting could be heard echoing through the forest, suddenly silenced by an inhumanly loud and shrill shriek. The silence was only broken by the sounds of thundering footsteps and trees snapping echoing through the forest, Grimm flocking to the moving source of malignant energy lumbering through the foliage.

A towering humanoid monstrosity, that reached the crests of the still-standing trees, paused for a moment as it turned his head in several directions, surveying the dead around it, as if it was looking for something, glowing eyes leaving trails of crimson as it swerved. A deep guttural grunt came from its snarling mouth, lined with numerous crooked razor-sharp teeth, almost sounding like rage, as it tore out the numerous weapons—including a silver longsword—impaled into its body with its four arms, and restarted its ill journey in the direction of the small town of Oakenhille.

Leaving bodies, shattered trees, and white feathers in its wake.

.-.-..-.-.

 **Authors Notes:**

So, I kind of hurried this chapter a bit otherwise I would have gone more in depth with Sakura's emotions and feelings, but I figured most people just wanted me to get on with the story since I haven't had any ground-breaking developments happen. Don't worry though! Next chapter (Part 2) will be the end of the 'prologue' arc, and will link up with RWBY canon.

A few changes that were pretty apparent, the Grimm appeared from the Miasma of the Holy Grail. i.e. the Grimm are also on Remnant, this probably makes last chapter a bit more clearer with it's ending. I'm not trying to be a bit less 'mysterious' or 'edgy' like one of my reviewers suggested, not what I was aiming for, but I just don't like spelling everything out for readers.

Words before comments & responses :: 9,890 words.


	6. Ch 5: Losing It All, Part 2

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* * *

 **Chapter 005 - Losing It All – Part 2**

* * *

The caravan came to a halt, black mist coming off the corpses of the group of Beowolves that had been slain. The guards began to close ranks, readying themselves for more Grimms coming at them, as there were always more of the creatures of darkness lurking beneath the cover of the forest.

Rider stood atop of the truck as she withdrew her chain-daggers, her signature weapons used to kill the Grimm with fatal precision and unearthly grace. The Servant speared the Beowolves through their skulls, before she yanked them back to target another, all in a single movement, executed so flawlessly one might believe it was routine. Black ichor and dissolving bodies splayed about the caravan, almost forming a perfect oval around the train of vehicles, with the woman killing the beasts before they could come any closer to the vehicles.

The guards looked upon the magenta-haired beauty, taken aback with awe and gratitude, and now convinced that she was a Huntress. It would certainly explain her capacity for lethality and the jaw-dropping beauty her eye-mask could do little to hide. No regular human or Faunus could dispatch Grimm with such efficiency if they were not highly trained, Aura or not.

Shirou had opted to help the Servant, though he took position close to the vehicle that held his female companions, ready to dispatch any Grimm that the Gorgon's attacks would have missed, even if such a thing was unlikely. One did not survive a Grail War without becoming paranoid, and the red-headed man would die before allowing Sakura, Illya, or Rin to come to harm.

Soon enough, the offending creatures were beaten back, allowing the guards to catch their breath once more and reassess the situation. The leader reorganized his men with a worried expression at the sight of so many Grimm, even if so far, they had been dispatched by the mysterious Huntress that had appeared from seemingly no-where. But he wasn't one to look a gift-horse in the mouth and gladly accepted her assistance rather quickly, simply because his men weren't equipped or trained to handle such a large swarm of Grimm, even if they were just Beowolves. This area was supposed to relatively safe, so even regular guardsmen should have been able to pass through without much trouble, if the purple-clad Huntress had not shown up, he had held no illusion that his caravan would have been wiped out. They had been prepared for a few groups of Beowolves and the occasional Ursai, not a swarm of over fifty beasts attacking simultaneously.

He made sure to pace over to the Huntress and express his thanks, but said thanks were received almost dismissively, which had him a bit miffed, though he ignored the sting to his pride and went back to barking orders. He would have time to deal with his bruised ego later, for the moment he had a defense to get ready, while the woman ignored his sullen departure.

The long-haired beauty's attention never left the forest line, knowing that more of the creatures of Grimm laid beyond its leafy veil. Though for the moment, the beasts had withdrawn, clearly clever enough to understand that all that awaited them if they kept coming as it was, they would only be slaughtered. The Servant certainly had the capability to rush in and decimate the evil beings, but her concern was more towards her charge who sat in the truck she stood atop of.

With a graceful step, she hoped off the roof of the truck and walked over toward the back of the vehicle. There she found the young, copper-haired man she had grown rather attached to in the past few days. A simple sword rested in his hand, that he had commandeered from a guard that had been injured-but survived-in the initial attack so he could avoid projecting a weapon. When the Beowolves had first attacked, Shirou had almost projected Kanshou and Bakuya, seemingly on pure instinct, but caught himself, recalling Rin's earlier warnings and the strange nature of his grafted arm.

The two exchanged a moment's glance before they focused their attention on the truck's occupants. Rin and Illya were attending to a frail Sakura, whose condition had slightly worsened due to the bumpy terrain. A slight fever had set in, but the young woman kept a brave face, knowing that they would eventually be safe, and trusting them to make things right.

It also helped that relatively little could possibly threaten them under the protective watch of her Servant, at least from the types of Grimms they have encountered, both from the miasma of the Holy Grail and their Remnant-counterparts. Not to mention that her steel-eyed paramour had taken a watchful vigil only an arm's length away, his gaze cold and hard outwards, reminding her raven-haired sister of her former-Servant's own posture he commonly adopted. With such protectors, there was little to fear, indeed.

"GRAAH!" A distant, wailing screech echoed through the air, eliciting a gelid shiver through the bones of all present. The two protectors snapped their gaze in the direction of the screech.

"What the hell was that!?" Called out a panicked voice, belonging to one of the guards.

"No idea, but that sure as hell wasn't a Beowolf or Ursa!" came the fearful answer of another of the men.

"Everyone load up!" ordered the caravan leader, not wanting to risk his men to further Grimm attacks or whatever the origin of that screech was. His orders were followed immediately by the scrambling of the men to load up and move their wounded.

Rider however, did not move from her position next to her companion, her gaze locked in the direction where the monstrous roar came from.

"Rider?" asked Shirou, his gaze locked on the Servant.

"The source of that screech…" began the Gorgon, her voice tenser than usual and her lips set in a frown. Turning to look where she gazed, he realized that the screech had come from the village they had left earlier, and that they had narrowly avoided being attacked by whatever had screeched earlier.

He gritted his teeth, his hands balling into fists. His first and only concern was getting Sakura to safety and medical care for a proper checkup, but could he just go on and abandon everyone else once more? He had already abandoned Fuyuki when he decided to save Sakura, so why did he hesitate now? He unbound the vice-grip on his red-clothed arm and stared at it for a moment.

"Sempai?" Whispered a soft voice directly behind him, and he turned around to find dull-crimson eyes that stared back at him with a look of deep concern.

A hand rested on his shoulder, and he turned to face his partner from the very beginning of the Holy Grail War. Eyes of sapphire stared into his steel eyes, wordlessly conveying the message behind them.

Gathering his thoughts, he gazed once more down the path that led to the village.

* * *

While the caravan was defending against the Grimm onslaught, the Scarlatina family were blissfully unaware of the violence that took place not too far from their humble abode. The matriarch softly hummed to herself as she toiled away in her garden and pulled out weeds, while her two daughters scribbled on paper as they did their schoolwork on a wooden table not too far from their mother.

"Hmm…" Murmured the ash-haired Clover, sticking out her tongue in deep concentration, as she focused on the last of her homework.

"Hey sis," she spoke, getting the attention of her sister, "What's seven times nine again?" she asked, staring intently at the multiplication table, as if hoping the answer would suddenly write itself down.

"Let me see," Replied Velvet as she looked over the young girl's homework. Most of the questions were blank, a testament to her baby sister's poor math abilities. Luckily for the younger girl, the older girl was good in Math.

"Well, look right here," she said, pointing a finger at different problem: 14, with Clover's answer written in with her cute, neat handwriting. "You got this one correct, how did you get this one?"

"I already knew that one, we did it in class," pouted the youngest Scarlatina.

"Well, remember how multiplication is just repeated addition. What happens when you add seven, five times?"

"You get…" She began as she rose a finger every time she added seven. "7, 14, 21, 28...35!" Beamed the young girl when she arrived at the same answer they did in class.

"So, what happens when we add seven, four more times?"

"Um… you get… 42, 49, 56… 63!" Exclaimed the young girl, her chest puffed out in delight from her accomplishment.

"Now if you look at these other problems, we also answered these ones!"

"Oh! This makes sense now! My teacher didn't explain this that good. Thanks sis!"

"No problem, just remember that it can work backwards too, s gets 35 too."

"Kay!"

The eldest Scarlatina's Faunus ears flickered as she overheard her daughters work on their homework. Her heart swelled in pride at the face that her first daughter had not outright given the answer, but helped her sister review and come up with the answer herself. A motherly smile graced her lips as she uprooted another weed that threatened her garden.

She truly was grateful for oldest daughter's ability to mostly keep the huge bundle of energy that was her youngest daughter in check and help when her sister needed help with her homework. However, sometimes her little bun was a bit too mature for her age, and she knew that Velvet kept a lot of her concerns close to the chest so that her mother did not have to deal with it.

Although honestly, it stung a little bit when Clover went to her chocolate-haired daughter instead of herself when she needed help with school work. She hadn't been able to show off to her daughters in a while! But she supposed it was better than having to worry about their grades all the time. The mother-of-two hadn't even gone to parent-teacher meetings since she knew her little-buns were doing fine in school-that and she didn't want to deal with the other parents, especially the married ones that reminded her of her late-husband-.

Resuming her humming, she brought her attention back on her garden. However, it was cut short by the sounds of cracking pops. The muffled noise could barely be heard through the air, but they were Faunus for a reason. The Scarlatina's Faunus heritage granted them superior hearing as her tall-rabbit ears stood at full attention and listened to the otherwise inaudible sounds of cracks. More popping sound came, and she recognized that it came from the direction of the village.

'Is someone shooting off firecrackers?' She pondered and looked over to her daughters who seem have picked up the sounds as well.

Pop… Pop… Pop…. Pop…. Pop…

"GRAAH!"

A sudden and violent high-pitch screech assaulted her sensitive hearing, making her wince and release the weeds she had been holding, as she used her hands to fold and cover her sensitive ears, her daughters doing the same as they all held their heads in pain. Thankfully, the shriek quickly subsided, sparing the family from further ear-piercing noises.

"Ah! My ears," cried the gray-haired girl as she covered her Faunus appendages with her small hands, "Mom!" She wept, tears misted in her eyes. Her sibling had done the same, but remained silent as their mother rushed over to their side.

"It's okay, sweetie, it's over," assured the mother, gently rubbing her daughter's head, "You alright, little bun?" She asked her other daughter, who nodded slowly, her ears still twitching.

"Still, let's go inside while I figure out what's going on," added the older woman, pulling out her scroll. She sent a quick message to their family friend, asking about what was going on, hoping that they would have more information. The two girls obeyed their mother, grabbed their belongings, and returned indoors with little protest.

'Is it the Grimm? Sure, the Grimm are around these parts but they've never been a major problem,' she mused, her face serious. With the Grimm always ready to swoop in and kill unsuspecting people, it was always better to be a bit paranoid. Better a small scare for nothing than dismissing it as nothing and getting killed.

'Still, the alarm hasn't been sounded, so things are probably okay. However, I have to stay calm for the girls. If it is the Grimm we have to stay calm or they'll bear down on us.'

Shutting the door behind her, she took another look at her scroll.

*No new messages*

'Hm, that's odd. He usually responds pretty quickly.'

*RING* *RING*

Her ringtone suddenly came to life and caused her to involuntarily yelp in surprise, the scroll almost slipping out of her grasp, as she fumbled to answer the call.

'I should really change that ringtone, nearly gave me a heart-attack.'

"This is…" Started the woman, but was immediately cut off by the sound of heavy wheezing.

"Ha… Ha…Anya? Ha…Is that you?" The man on the other side sounded exhausted as he gasped for air like he had just run a marathon.

Just out of sight of the ash-haired matriarch, her two daughters hid just at the top of the stairs and quietly listened in to the conversation her mother had on the phone.

"Sherman? What's wrong?" She worriedly asked.

"Oh god… Anya…." Muttered the godfather, before a fit of coughs overtook his words. "They came out of nowhere."

"Slow down, what do you mean they came out of nowhere? What's going on?"

Pop… Crack… Pop…. Crack…

The sound of gunfire crackled over the scroll's speaker, men shouting in the background, children crying.

"This… thing. I don't even know what species of Grimm it is, but it's damn smart. It took out the bell tower first. It's how it caught most of us off-guard, by the time we knew what was going on half the village was dead. I'm surprised it hasn't taken out the CCT repeater. I think the mayor sent out an SOS in time, but I have no idea if he succeeded. That thing destroyed the wing of the building he was in."

"Where are the Huntsmen? There was a team in town this morning."

"We don't… We don't know, some of the other men said they went out into the forest this morning, but haven't responded. I honestly don't know anything, just what the militia are repeating."

The scroll echoed with the sound of more shouting and shooting, along with a few screams.

"Sherman! Are you okay?"

*Ha… ha…* "No, I got torn up pretty bad when we were escaping to the shelter in the town hall. This horde came out from the forest after it broke the main gate. I…" coughed Sherman, his voice cracking at the end.

"Look I can…"

"You won't do anything!" he yelled, raising his voice over the scroll, "You are not going to risk your life when you have to take care of your daughters. Take Velvet and Clover, hunker down in the cellar, and for the love of Oum, do not come out."

"No! I won't sit here like some housewife waiting for her husband to come home! I can go get help from Vale! That caravan left not too long ago, maybe I can…" she argued, her voice growing desperate.

"Goddamn it Anya! You're not some huntsman, your husband was! And he's dead!"

"…" His sudden and underhanded outburst stunned her into silence, "That wasn't fair…" She muttered and bit down on her lower lip as she held back tears.

"Look I'm sorry that was too much, but you have to think about the kids. I'm not going to have you go chasing down a caravan that might already have been killed off, in a Grimm-infested forest."

Anya stayed silent, but her shoulders sagged. Despite what she wanted to say, she knew Sherman was right. She was no Huntress, and she had two daughters to care for, she couldn't do something as suicidal as running into a Grimm-infested forest if she wasn't certain to make it.

"Okay… What should I do?"

"There's another wave coming! Get ready!" called another man's voice, the sound of boots hitting the ground, and weapons reloading, echoing from the scroll.

"Shit… Get as much food and water as you can and barricade yourselves in the cellar, " ordered Sherman, the sound of a rifle's safety being cocked faintly audible over his heavy breaths.

"They're breaking through! Move everyone upstairs!" called a voice, near pleading in desperation. The sound of wood snapping coursed through the air. Screams echoed, gunfire rang out, guttural snarls and sound of flesh being ripped from bone echoed over the scroll's speaker, allowing the three Scarlatina females to have a morbidly good idea of what was going on at the shelter. Even without the image, the sounds were simply too vivid to not paint a horrifying picture.

"Sherman!" called Anya, her heart hammering in her chest, and her voice tainted with desperation, hoping that her friend would answer her.

"Sherman!" She called out once more, but no response came back, only the sound of the call disconnecting came though. She pulled the device away from her ear and glanced at the screen.

"No CCT signal detected. Please contact your nearest administrator…" she read mechanically, before the enormity of the situation finally crashed down on her. The village was lost, the people at the shelter were dead, and she, along with her daughters, were perhaps the only survivors of the attack, with Grimm still prowling all over the place.

"Oum… no…" sobbed the mother, falling to her knees and hugging her legs. 'Please let this be a joke or a bad dream…' But a traitorous part of her mind knew better, knew that everything was falling apart, her quiet life had been shattered. Her world was tumbling down, 'Not again…'

"Mom?" A quiet, timid voice called out. Her daughter, Velvet, stood at the bottom of the stairs with her ears hung low and draped over her bangs.

The ash-haired woman immediately sprang to her feet, rushed over to her daughter, and embraced her in the fiercest hug she had ever given her.

"Everything is going to be okay, Little-bun," she whispered in her daughter's ear, but it was more to assure herself. She wasn't even sure that Velvet believed her, her daughter could be scarily perceptive when she wanted to, but the gesture was for both of them.

Resolved of what she needed to do to protect her family, she broke the hug and held her daughter by the shoulders and stared directly into her mocha-colored eyes.

She swallowed her trepidation and hoped not to frighten her daughter any further. The mother-of-two hardened her voice as she spoke. "Velvet-sweetie, I need you to be strong for mommy, okay?"

Her daughter nodded solemnly and did not voice a single word. She was glad for her eldest daughter's ability to stay calm in those circumstances, as panicking would do them little good, and would only attract Grimm to their house.

"I want you to go get your sister, okay? We're going to the cellar for a while."

"Okay, but…"

The girl's protest was cut off by her mother placing a single finger on her lips.

"I'm going to be right behind you Sweetie. I'm just grabbing food and water so we can stay down there for a while. I know! Think of it like a camping trip! You like camping trips, right? You remember the one we went on with your father when you were younger?"

"We camped in the backyard, Mom…"

"Well… yes, but it was fun, right?"

"Yeah…" mumbled Velvet, "I miss dad."

"I do too, Little-bun, but remember your father was the bravest person I knew. So right now, I need you to be as brave as him. Can you do that for me?"

The young girl bobbed her head up and down before she broke away from her mother's grasp to get her sister, scurrying up the stairs as she went.

The mother immediately went to work and rushed toward the closet under the stairs. She opened the door with a loud creak, and traces of dust in the air spilled out from the compact space. The woman threw aside random junk and possessions that had accumulated over the years until she reached what she had been looking for. A steel storage locker.

She rested a hand on it and took a deep breath to brace herself. The metal case swung open and revealed a sleek, gray-coated rifle with several clips and Dust ammunition boxes.

It had been several years and she hadn't even been able to so much as to even glance at her husband's first weapon. The memories of him, despite loving him with all her heart, she couldn't bear it sometimes. So, she locked away anything that was related to the profession that took him away from her and prayed her daughters would take up a more peaceful, and more importantly safer, profession.

But now wasn't the time to dwell on the past, her family was more important than her inability to cope.

She quickly threw the ammunition and clips into an old backpack—It was Clover's old one, before her youngest daughter decided pink wasn't a color that suited her her—, the matriarch then reached for the most important thing in the box and ran a finger along its intimidating form before she yanked it out from its mold.

Her husband's voice and hands guided her as the faint memories of two lovesick teenagers resurfaced, giggling to each other as her younger-self fell back from the recoil of the gun, the glass bottle she had been aiming still standing.

She pulled back the bolt and glanced into the barrel. Empty. Pulling the bolt back into its position, she popped out the empty clip and flicked the safety. Idly aimed at the wall, then pulled the trigger.

*CHINK*

Good, the internal mechanics still worked. Grabbing one of the loaded clips, she inserted it into the magazine, locked it into place, and worked the bolt once to load a bullet into the chamber.

The sound of a floorboard's creak broke her from her musing, and she swiveled her gaze to find Clover and Velvet as they stood in the middle of the hallway. One looked at her in awe, the other in apprehension, from the sight of the firearm in their mother's hands.

"Velvet, take this bag and wait by the door. Do not open it," ordered the eldest Faunus, her tone serious, before handing her more responsible daughter the backpack with ammunition. There was no way she'd give the bag to her youngest, not with it holding ammunition, and with Clover being as curious as she was.

A single nod was returned, and both her daughters ran down the hall towards the back door, hand in hand.

Redirecting her attention back to the task at hand, she swung the weapon around her shoulder and rushed into the kitchen, spotting Clover's current backpack—a bright blue one—strewn out on the counter. Pushing the thought to chastise her daughter into the back of her mind, she grabbed the bag and emptied out its contents into the sink, then promptly began to fill it with foodstuffs, water, juice boxes, cans of non-perishables-grabbing a can-opener when she realized she didn't have anything to open it with-, filling the bag to the brim.

She threw the bag onto her back and ran across the kitchen toward the hallway.

Just before she entered the hallway, she stopped in place and glanced into the living room. Her gaze fell on a lone picture frame that sat above the fireplace, a memory of happier times. She rushed over to the hearth and grabbed the picture frame, fumbling with the latch that held the picture in place, before successfully grabbing the old picture, barely glancing at it as she put it in her pocket.

The woman spun around and took a single step before she froze in in place. Her teeth clenched, breath hitched, and eyes opened wide.

Just outside the front window, a pair of glowing, crimson orbs stared back into her own, as if daring her to move, to give the owner of the eyes something to attack. Bone-white plates armored its body, hinting that the Beowolf was much older than its counterparts. A guttural noise came from the monster's jaws, and putrid breath fogged the window as it condensed on the glass.

Her hand slowly inched closer to the rifle that hung from her shoulder. The snarling raised in intensity. The aged-Grimm's eyes narrowed, as if it knew what the Faunus attempted to do. It reared back onto its hind legs, letting out a thunderous roar as it leapt forward, the glass shattering as the Grimm smashed through the thin pane, shards of glass flying in all directions.

A single shot rang out, shattering whatever remained of her peaceful life.

* * *

Crimson eyes that belonged to a young white-haired girl snapped open. Illya, while not a great fighter herself, could create constructs to do so for her, and said constructs, which were made of her hair, were also extremely useful as scoots. Proof being that she had just discovered survivors of the attack, survivors that they might have missed if not for the artificial birds.

Her brother had asked them to help him save as many people as possible-for the sole male in the group knew it would be difficult, if not impossible, for him to hold back the Grimm when he couldn't trace anything without risking his life since they didn't know what Archer's arm did to him. The survivors of the Holy Grail War were all in this together, otherwise she wouldn't have even batted an eyelash. Plus, it was the duty of an older sister to help her idiot brother out sometimes.

Another one of her familiars had flown around the other side of the cottage, its gaze falling on two little bunny-eared girls as they ran back inside the house. A pack of snarling Beowolves circled the cottage, with some that hid in the foliage of the forest, cutting any hope of retreat for the girls. Her ruby eyes widened in shock as she recalled the adorable Faunus siblings the Einzbern had run into in the ice cream shop.

Her memories of her own trials, those the Einzbern-head had forced upon her were brought to the front of her mind. Where she had almost died from the pack of wolves before Berserker saved her in the snowy German wilderness and was perhaps the single most terrifying experience she had ever gone through. And here were two little girls who were even younger than her going through a comparable situation.

She had a minion to save!

Immediately ordering the two constructs onsite to protect the siblings, she shifted her attention to the Servant behind the wheel. The Homunculus knew that she needed the haste of a Rider-class Servant to reach them in time.

"Rider!" Her young, yet commanding voice echoed over the roar of the engine as the Servant pushed the limits of the truck, speeding down the dusty road at a speed that would have been suicidal for anyone who did not possess her incredible skill with vehicles of any sort. Her passengers held on for dear life, knuckles white with effort tightly gripping on whatever they could find as the truck lurched about.

The purple-haired woman cocked her head, acknowledging that she was listening, her gaze never leaving the road.

"My familiars found some people, but we have to hurry! There's a pack attacking them!" yelled the Einzbern Homunculus, her voice surprisingly steady in their situation.

"Where?" Asked the Gorgon, not even questioning the girl's words. Such was the strength of their bonds created during the Grail War that she knew she could trust the girl. She simply glanced at her Master for permission, already knowing that Sakura would agree at the behest of Shirou.

"Over by… actually," started Illya, before pausing. She grasped another one of her long silvery hairs and fabricated another one of her familiars, moving it through the window and making it fly over the tree line, where the truck could not follow, "Follow that, it'll bring you to them!"

"Shirou, take the reins."

"Eh!?" The young man in the passenger seat was caught off guard as Medusa opened the door of the truck, leaping from the vehicle and accompanying the familiar as she rapidly maneuvered down the path and into the trees, her purple-form instantly disappearing into the dense, emerald foliage of the forest.

The truck veered violently and jerked its passengers around, as the steel-eyed man regained control by carefully decelerating, driving back to a speed more manageable for a human, or a Servant who didn't have a Riding skill as high-ranked as Rider's.

"Oi! There are people back here!" complained the Tohsaka Heiress, from being forced to be the impromptu cushion between the side of the truck and her sister, rubbing her shoulder where it made contact.

"Sorry Tohsaka," the human-Servant apologized, without taking his eyes off the dirt road, his steel-eyes narrowed as he spotted several black-clad forms dead ahead, "But we've got company."

"Well this seems like a nice opportunity for a field test, then," viciously grinned the female Magus, pulling out the crystal she had shown to the others earlier that morning. She held the white crystal in her left hand, and charged a curse in the right. Leaning out of the window, the Magus loosely aimed the spell, down the path and at the Beowolves. Drawing upon the embedded power that resided within the raw crystal and using the same technique than she would with her jewelcraft, she overcharged her spell and launched it at her target.

It wasn't her Gandr shot, the signature Scandinavian curse she usually employed, but another one designed for lacerations and dismemberment. After all, her targets weren't human and dissolved upon death, so no gruesome remains were left behind to clean up. And it wasn't like she wanted them alive either, she would have nowhere to experiment even if they did catch a few of those creatures alive.

The red wave left her hand, shooting down the forest path and taking up the majority of the width of the road. The curse quickly reached the snarling Beowolves, slicing some in two, decapitating others, and shredding the few left, leaving behind nothing dissolving bodies, and surprising the twin-tailed Magus.

"Wow, didn't expect it to be that strong."

But her blue-eyes narrowed in a calculating look as the white crystal in her hands shifted into a dull gray, its white luster now a dull matte. She hadn't meant to drain the crystal of its mana entirely. Oh well. If her information gathering was correct, Dust crystals were moderately affordable and she could always get more once they settled. Just the mere thought of the possibilities to improve her family's Magecraft with the discovery of Dust had her almost cackling in glee.

"Nice Tohsaka!" called Shirou, swerving to avoid a rocky area that would have murdered the truck's suspension.

"Of course," huffed the aforementioned Magus, briefly glancing back at her partner before turning back to her sister, "How are you holding up Sakura?"

"I'm doing alright, Nee-san," assured the once-possessed girl. Her face seemed a little flushed to her elder-sibling, which was probably just a carryover from her slight fever, but otherwise she appeared to be doing fine. However, the raven-haired Magus still held concerns on the long-term implications, if there were any, of both Sakura's and Shirou's conditions. It was a shame they had yet to be able to conduct a proper physical examination on either of them, but it would be required in the near future, if only to make sure that her sister was devoid of any bad surprises left by Angra Mainyu, and how much Shirou could use his new arm before it began becoming dangerous.

The former-Matou's eyes narrowed, "Rider just reached the family."

"That's good," replied Shirou, still driving and doing his best to lessen the truck's tremors, "And it looks like we've made it as well."

Everyone looked forward. The gate that led into the village had been utterly destroyed, the bits of metal and wood laid scattered about, a watchtower had its peak completely ripped off suggesting something massive had collided with it, and the buildings had windows smashed in and signs of a great struggle littered the pavement. As Shirou carefully maneuvered through the gate, the gruesome remains of people could be spotted as they littered the village road, but strangely no creatures of Grimm were in sight. The night was utterly silent, save for the sound of the truck's engine.

They had arrived, but it seemed to be too late.

* * *

Back to the outskirts of the village, a purple figure zoomed through the trees, following the silver bird-shaped construct flying just over the canopy and her guide to the survivors. The dense foliage did little to hinder her progress or speed, but the density of the greenery began to lessen, and eventually the Servant broke out from the cover of the forest and kept her pace as she rushed out into the clearing toward the cottage that sat in the middle. Several Beowolves surrounded the once-homely looking building, which now sported shattered windows and its front door completely ripped off its hinges.

Gunshots rang out from within the home. The bullets struck two infantile Beowolves that were trying to enter through a second-story window in their barely formed bone masks, who plummeted off the home, and hit the ground with a thud as their body immediately began to dissipate. However, there were still numerous other Grimms surrounding the house, snarling and growling as they tried to enter what was likely the last bastion of human life in the area.

Fortunately for the family inside the house, two silvery birds gracefully maneuvered around the vile creatures, casted spells, and shifted into lances of light as they struck down the creatures of darkness. Illya's constructs, while not suited to kill off large groups of creatures, were still able to distract the Grimm, who kept looking around, confused, each time one of their own died, likely trying to spot a human or Faunus but unable to see the constructs.

Materializing her weapon, she surged forward, becoming nothing more than a streak of purple, and threw her weapons with almost blinding speed. It skewered an unsuspecting Beowolf through the back of its throat and another through its skull as both were killed instantly, not even yelping as they died. Their brethren didn't notice that their numbers were being culled as they were picked off one-by-one by the purple-haired Servant, their attention fully focused on the beings inside who radiated despair and fear.

The crack of the firearm stopped as the last of the Grimm were defeated and an oppressive silence fell over the Gorgon's surroundings. Coming to a halt, the long-haired woman came to what remained of the front door, the once-thick wooden door now laid shattered, splinters of wood littering the entrance of the house.

She took a step inside and the crunch of glass under her heel painfully echoed through the stillness of the air. Her gaze surveyed the home, the ruined upholstery and furniture that once made up the humble abode lying in pieces all over the floor, while the stairway to the second floor had its railing completely ripped from its edge, and bullet holes covered the wall of the living room. And most worryingly, a trail of crimson drops stained the wooden floor, but did not, thankfully, accompany a body.

Her serpentine nature immediately picked up the scent of blood and followed the trail up the stairs. Moving with grace of a predator, she made her way up the stairs, her steps not even making the slightest noise over the wooden steps. More than blood, however, her superior senses could pick up the scent of three people, along with their elevated heartbeats.

She stopped just before taking the last step onto the second floor, however, knowing that it would be a bad idea to surprise the people present if they were armed. They certainly had a gun, since they had used it to kill the Grimm, and while as a Servant gunfire did little to her, it would be much simpler to act like a human than explain why she could dodge bullets.

"Is anyone there?"

Her instincts screamed and the Servant quickly stepped to the side as a gunshot ripped through the wall, where she just stood moments ago. Again, it would do little to her even if she was shot, but with the mysterious nature of Dust in Remnant's weaponry, it was better to avoid taking any chances, especially given the current situation.

Something to test in the future, she mused.

The attack on her person having done little to affect her, she called out once more, this time playing off what she had heard the guardsmen say about her earlier, this time with a louder voice.

"I'm a Huntress here to help."

"Huntress?" A feminine voice repeated, making Rider frown at how high it sounded, 'Gods, a child.'

"Yes, I'm coming out slowly," called the Heroic Spirit, as she left the cover with hands held up, trying to appear as harmless as possible.

"Okay…" The pitiful voice called out.

Taking the last step onto the second floor, Rider peered down the hallway and followed the crimson trial of blood. She immediately spotted the collapsed form of an older woman lying face down on the floor. A long claw-like gash perforated the woman's back and her shredded clothes were stained with the blood that oozed from her wounds, the gashes slicing her body from her right shoulder-blade all the way across her spine to the left-side of her lower-back, and appearing to be quite deep with possible spinal damage. But she wasn't a healer, so she could not provide any more detail.

As she looked for the source of the voice, the Heroic Spirit glanced down the hallway, past a doorway that led into to a room. There stood a young brown-haired girl with very noticeable rabbit-ears that stood ramrod straight and made the girl seem taller than she really was, given that the ears added almost an entire foot to her height.

Rider could make out her frantic heartbeat, her body pumping adrenaline through her bloodstream to keep her alert and ready in a 'flight or fight' state. Her eyes, dilated and full of fright, slightly softened at the sight of another "human", but she refused to lower the rifle, her mind refusing to part with what it perceived as the last rampart before death, even if the weapon was shaking in the girl's hands.

"I…" stammered the Faunus girl, unable to find the words to voice her relief to her apparent savior. Next thing she knew, a soft hand rested on the one holding the rifle up, gently rubbing her fingers.

"It is alright, little one. It's over," whispered Rider, soothingly whispering to the traumatized girl, and rubbing her back gently, the riffle slowly slipping from the child's grip. The weapon clattered loudly on the wooden floor and broke the girl out of her stupor.

The young Faunus suddenly latched onto the Gorgon and dissolved into quiet sobs, tears pouring from her eyes nonstop as the situation dawned on her. Caught off guard by the sudden physical contact, the Servant said nothing, only softly caressing the girl's back in a bid to comfort her.

Her curiosity rose slightly as she took in the pair of hare ears that sprouted from both the young girl and the woman laid unconscious in front of her, but she pushed it back for the moment. She herself was no stranger to having a slightly animalistic nature due to her affinity with serpents as a Gorgon, and it was hardly the place and moment to ask.

Her eyes narrowed, though, as she could feel a small amount of Od or some sort of power coming from within the girl, or rather something that coated her body. Was this the supposed Aura that the others had been so curious about? It didn't seem like much, a rather harmless energy—soothing actually-, but the Servant chalked it up to the girl only being a child.

Still, for someone this young to go through something so horrific. While she held no love for humans in general, she would never condemn a child, regardless of species, to this kind of ordeal. While not quite on the level of horror the other members of her group had to go through, it was still far more than enough to traumatize any child.

'I have found survivors, but there is a woman here who is severely injured,' reported Rider, as she continued to rub the brown-hair Faunus's back.

'Alright, we'll head over to you. Nee-san just scavenged some Dust from the depot, just in case,' answered Sakura.

Slowly peeling the girl from her, the Servant asked, "What is your name?"

"Velvet…" mumbled the Faunus. Her chestnut eyes stared at her savior's face, or rather the rather elaborate blindfold covering a large part of her face, including her eyes.

Rider cocked her head and looked past the brown-haired girl at a closet door that was shut. She could hear another heartbeat, but she had to make it seem as if she didn't know that, as she doubted that hearing people's heartbeats was a normal feat, even in this new world.

"Is there anyone else?"

The girl's ears shot up in surprise, obviously only then remembering the person hiding in the closet, "My sister is in the closet."

"Go get her, I need to take care of your mother's wounds."

"Okay…" Timidly whispered the Faunus girl as she staggered over to the closet, wiping away her tears as she did so. The door clicked open and revealed an ash-haired little girl curled up and hugging her knees, softly rocking her back and forth, her own ears flattened between her chest and knees.

The visibly shaken Velvet rested a hand on her sister's knee, but the smaller girl flinched in fright at the contact. However, once her gaze raised at the sight of her sister, most notably her still alive sister, she seemed to relax. Her cheeks stained with tears from the terrifying experience she had just been put through.

"Come on Clover, there's a Huntress here to help us…"

The Servant left the two siblings in the room behind her as she approached the fallen woman and knelt to her side. The wounds were severe, enough so that the fallen woman would bleed to death if left unattended, that much she could tell. She raised her dagger and cut away the bloody and shredded top the woman wore and exposed her mangled back. The lacerations were much deeper than she originally thought, but seemed to have missed any vital organs or the woman would have perished long ago. It was remarkable the Faunus mother had survived this long and even now took shallow, rapid breathes, holding on to life by sheer willpower.

The creak of the floorboards drew Rider's attention back to the room where the two sisters stood, with a horrified and sickened look at the sight of their bloody and marred mother.

"I need clean linens or sheets," she ordered, her voice stern and commanding to snap the two girls from her stupor.

"T-they're in the closet down the hall…" stuttered the brown-haired girl.

"Go get them, both you hurry," the purple-haired Servant ordered, not wanting to fumble around trying to find sheets in a house she was unfamiliar with, and the two girls stumbled down the hallway.

The Servant returned her gaze to the woman, who had fought with everything she had to protect her daughters from the Grimm. As a protector herself, she would do everything in her power to see her healed, this she swore.

* * *

"Ha!" Grunted Shirou as he decimated yet another Beowolf that strayed too close to their location outside the depot. He and Illya had made a temporary defensive circle with her familiars —any more and she swore she'd go bald at this rate— around the building, as Rin scavenged for Dust, the Magus needing the ammunition, and with the previous occupants unable to protest, there was little reason to refrain from just grabbing the precious resource. The Tohsaka had already loaded up a few cases of the uncut crystals and gathered them back in the truck. There was nowhere near enough to hold a siege, but there was still more than enough for their immediate needs.

No survivors had been found during their sweep through the village, as if someone had made sure that no survivors made it through the attack. Sakura and Rin were worried about how it would affect Shirou, given his broken mentality, but he only offered a few solemn words that he would be alright.

He said little else as he stared at the mangled corpses at his feet. He leaned over and closed the opened, empty eyes of one of the dead, offering a small gesture of passing. Sakura hugged him when he came back to the truck but said nothing as they stood there, silently comforting her paramour.

Once Rin was done loading Dust, and Shirou finished with the dead, they all hopped back into the truck and the third-rate Magus drove away, Illya giving him directions to the house that contained the survivors, but they did not run into any more Grimm as they proceeded down the cobblestone street. It was eerily silent, the only noise being the guzzling of the truck as it fired its pistons.

"It's too quiet," muttered Shirou, leaving the more developed part of the village and entering the outskirts. His eyes scanned the path and surroundings for even the slightest of movement as they drove down a dirt path lined by trees, but he found nothing, "Illya, how close are we?"

"It's just down this path Onii-chan… oh there it is!" Exclaimed the Einzbern, pointing a pale finger at the small cottage that came into view. The white-haired girl winced at the sight of the battered house with its front door smashed in, windows shattered, and debris strewn about. It was one thing to see it through her familiars, and another to see it in person.

"Rider is inside there?" he asked, looking around for any Grimm that the Servant might have missed.

"Yup," answered Illyasviel, as the redheaded teen drove the truck up to the house, parking it, though he left the engine running. Just because so far they had dispatched the Grimm with ease didn't mean that there couldn't be a far more dangerous one lurking around, and with Sakura unwell, he was unwilling to fight anything that might strain their group.

As he parked the truck, Rider strode out of the building her gait assured and her face serious.

"I have a mother who is in dire need of healing, she does not have long."

"Alright, coming through!" Yelled Rin, grabbing a case of Dust and rushing behind the Servant.

Shirou elected to stay outside to keep watch of their surroundings and to be by Sakura's side as he quietly whispered reassurances to her, though he noticed his sister's fidgeting, the albino girl gazing around nonchalantly, only for her to keep glancing at the doorway.

"I'll keep watch out here, go ahead Illya," he offered, putting a hand on his sister's shoulder and gently nudged her forward.

The fairy paced forward with a weary look on her face as she entered the building. The bright light of a soothing blue glow came from up the stairs in front of her, but to her right, in what remained of a humble living room, sat the two familiar Faunus siblings as Rider looked over them.

The Servant looked up at the Einzbern.

"Rin is upstairs healing the mother."

The Homunculus nodded. No doubt her Magus college did not want an audience while performing the delicate operation and not to reveal Magecraft to two girls who knew nothing of their ways.

The brown-haired girl—Velvet, remembered Illya—looked up as Rider spoke.

"Illya?" muttered the Faunus girl, her tone disbelieving, as she stared at the girl Clover and her had met earlier that day. It was understandable, really, after all who expected to meet a young girl that seemed to belong to high-class nobility in the middle of a Grimm attack?

"Illya?" repeated Clover, looking up and her face brightening. It was clear that the girl was happy that at least one person she knew was still alive, especially someone she got along well with. Familiarity was an excellent way to calm a distraught child down, too.

"Hey there," waved the deceptively young-looking girl, looking slightly uncomfortable.

"Did they save you too?" Asked Clover.

The Einzbern shook her head, much to the confusion of the siblings as they tilted their heads in confusion, making Illya inwardly squeal at how cute they were. Ah, how much the she wanted to just rush over to them and pat them on the head and stroke their soft ears, but this wasn't the time for that.

"No, I'm actually with them," she explained, calling for one of her familiars. The wire-construct flew through the shattered window and landed on her shoulder.

The two siblings' eyes widened in awe at the magnificent creature. Neither of them had ever seen a Semblance, and few of them were as easily visible as Illya's, nor as beautiful.

"Oh, so those bird-looking things were yours? Is that your semblance?" asked Velvet, marveling at the "bird".

"Indeed," grinned Illya, puffing her chest out in pride, and indulging in the small lie. Semblance, Magecraft…They were practically the same, right?

Suddenly, Clover jumped up from her spot next to her sister and rushed over to hug the Homunculus. A look of surprise flashed on her face as the ash-haired girl embraced her, but she quickly got over it and hugged her friend back.

"Thank you Illya, those meanie Beowolves would have gotten me and Sis if you didn't help," mumbled the youngest Scarlatina, without letting go of her embrace. However, Illya was at a loss to respond to such an outright showing of gratitude, she had never been exposed to friends or affection like this other than the brief time she'd been with her brother. Still, she liked it.

"It's... um... no problem."

"Illya," Velvet started hesitantly, her voice desperate, "Is our mom going to be okay?"

"I don't know," winced the Homunculus, "We'll see when Rin finishes."

"Oh…Okay…" deflated the older girl. It was clear that she had hoped her sister's friend would tell her everything would be alright, but alas Illya was never one to beat around the bush in a case where lives were involved.

"Don't worry, even if I don't like her very much I can tell you she's pretty skilled," tried to reassure the albino girl. Truly, their attitudes just rubbed each other the wrong way, but despite all that, Illya could not deny that her former opponent in the Holy Grail War was a skilled Magus. She, of course, was far better, that much was obvious.

A strained smile appeared on the rabbit-girl's lips just as the blue glow from upstairs died down.

The sound of footsteps echoed through the home as they lumbered down the steps, and a heavily breathing Rin plopped herself on the staircase. Her skin glistened with a sheen of sweat, the teen no doubt winded and a bit exhausted from the emergency healing.

Rider offered a bottle of water she had grabbed from a bag she had found to the tired Rin, and she gladly accepted it and gulped down the water with little care as to how undignified she appeared.

She let out a sigh of relief just as she finished her drink and found the two cute Faunus kids looking at her, waiting in anxiety for her report.

She grinned and gave an exhausted thumb up, a report of success at having saved the mother. It took a moment for the two exhausted girls to realize what she meant, but when they did their faces lit up in joy and the Magus suddenly found herself with her arms full of two very relieved Faunus girls, who were sobbing in relief and repeating "thank you" again and again.

'Ah… so this is how he felt…' realized the raven-haired girl as she patted the two girls on the head, a warm smile gracing her lips as she gazed at the two Faunus girls soaking her lap with tears of joy.

'Oh, their ears really are soft, Illya wasn't joking.'

She looked up at her Einzbern-rival and found a smug grin on Illya's face, making her scowl and mouth 'What?'

The white-haired Magus rolled her eyes, though her grin didn't disappear, while she made sure to articulate: '~Nothiiiing~'.

"Hey, you two," she started, in her more pleasant tone of voice, getting the attention of the girls, "Why don't you head outside and get in the truck. My friend and I will get your mother."

The two girls nodded and scampered after Illya, who led them to the truck. But Velvet stopped just before she came to the door and scampered back to the female magus.

"Um..." She mumbled, "can you get the gun upstairs, it's my dad's and I don't want to leave it behind…"

Rider paced over to the young girl and leaned against the wall next to her.

"Don't worry little one, I'll get it for you. Go join your sister."

"T-Thanks… there's a backpack with Dust ammo too, you might need it…"

"We'll get them," Assured Tohsaka, an easy smile on her face, but her smile fell flat as the brown-haired Faunus left to rejoin her sister.

"How bad?" Asked the Servant.

Rin winced slightly.

"It was pretty bad. I sealed the wounds, but…" she paused, checking that the children really were out of earshot as she recalled their superior hearing. Her voice became even lower almost to the level of a faint whisper.

"She lost a lot of blood so there might be some organ or brain damage from the lack of circulation, not to mention her spinal cord got severed in the attack. I think I fixed most of it, but I couldn't tell. Repairing nerve damage isn't easy, even for me," admitted the Magus, despite her being a genius amongst her peers. Jewelcraft, while having a vast array of application, was not made purely for healing, and it showed. She had done an admirable job if she said so herself, but her Magecraft was not suited to healing something as complicated as a spinal cord. Regenerating wounded organs, yes, she could do that, but the spinal cord was a lot more complex in its structure, so she couldn't be certain of the results of her work. Not to mention that even if the spine was connected again, it would be useless if it didn't convey the electrical signals required to make the body work.

"If we had arrived only a few minutes later, those kids would have lost their mother."

"And I know how hard it can be to lose a parent, Sakura and I lost both of ours in the 4th war. So, I can think I can say that I did not want that kind of fate for them."

The Servant hummed at her master's sister. Perhaps there was more to the Magus underneath that cold and pragmatic exterior.

"But seriously, she reminded me of a certain idiot with just how much she held on. That kind of stubbornness can be… admirable. God, that idiot is really rubbing off on me," she groaned as she planted her face between her knees, "An entire case of Dust gone…I really hope I don't have to burn through the rest of it."

"I must agree as well," Replied the Servant, "It certainly is contagious."

The two stared at one another in the wake of their little moment and gave each other a sincere smile.

"Anyways, let's grab the kids' mother, the gun, and get the hell out of here," Rin sighed, rising to her feet. The Servant mimicked her actions as she pushed herself off the wall she was leaning on.

She went and grabbed Shirou—with Rider taking over his watch—and brought him to help with fashioning a makeshift stretcher for the unconscious woman, not wanting to agitate her injuries any further. The stretcher was a rickety looking thing, slapped together with spare parts from furniture, sheets, and other furnishing, but with a generous application of reinforcement—courtesy of Rin—it would hold just like any proper version.

They carried the unconscious Faunus only halfway outside before Illya started yelling at the two to hurry up. Illya looked rattled, but tried not to cause panic in her friends who looked on with anxiousness. Explaining, she said that something had killed her familiars that were sweeping through the village in a violent instant.

Whatever had attacked the town was coming.

* * *

The truck came to a squealing halt. In front of them were the smashed ruins of a building as it littered the cobblestone path in front of them, blocking their advance.

Shirou's steel-eyes narrowed. He recognized what this was, this was most direct path they had taken, so he was pretty sure that it wasn't like this before. Noting the debris seemed to have been clumped together across the street like a wall, so it was highly unlikely that the building just collapsed on its own. Whatever had done this, it was smart and had enough power to smash buildings and move their ruins.

He shot a cursory glance at the Servant behind the wheel, and she seemed to have drawn the same conclusion. Yet for everyone else, they were just confused thinking they had taken a wrong turn.

"This is a trap," he gravely stated in a faint voice, "get us out of here. Now!"

With no delay, the Servant shifted in reverse and slammed on the gas, tires screeching.

From the rooftop to their left, a Beowolf leaped at the truck and slammed into the metal frame, jolting its occupants as the passengers screamed in surprise and terror. However, the Grimm was far from alone, as other of its kind started to emerge from the wreckage, or from behind buildings.

"Hold on," ordered the Servant as she spun the wheel, flinging their extra passenger off and running it over as they accelerated forward.

"YRAAAAAA!"

Just as they got rid of the Beowolf, a nightmarish shriek echoed through the night, so deeply unnatural and wrong that it sent shivers down the spines of the group, Clover and Velvet screaming in terror as they huddled together.

Another wall of debris blocked their path, and forced them to take a sharp, ninety-degree turn to the right. A second Beowolf crashed into the side of the truck, this time digging its razor-sharp claws into the metallic body.

The truck steered to the left, narrowly missing a lamppost, though the Grimm crashed headfirst into it, smashing its bones instantly.

"Rin!"

"I know!" growled out the Magus, already letting loose a barrage of spells from her fingers through the open windows, targeting any of the creatures approaching too close.

A thunderous crash shook the vehicle as a building in front of them crumbled to pieces, revealing a towering blackened form, partially covered by the dust cloud, though two crimson orbs pierced the cloud, staring hungrily at the vehicle and its occupants, animalistic intelligence focused on them.

The Grimm was massive, bigger than any other those in the group had ever seen, greatly different from the Beowolves as well. It was humanoid as well, but there stopped the similarities with the wolf-like Grimm. The newcomer was gigantic, towering over buildings, with a body made of compact, pitch-black muscle, contrasted only by the bone plating that covered its body, along with the two giant wings protruding from its back. Shark-like, serrated teeth filled every inch of the abomination's mouth, with strips of flesh still dangling from some of them.

A horrific and demented angel had appeared before them, this one taking the form of the Grimm.

"Shit!" Someone swore as the truck swerved around the gigantic Grimm and blared past the massive bone-plated hand that reached for them. The force behind the attack nearly toppled over the vehicle with just the air it displaced, but avoided such a fate due to Rider's skills.

Thunderous footsteps chased after them, crushing the streets underneath and littering it with massive foot-shaped craters, the very earth shattering under the weight and strength of the stomping, while its massive wings collided with buildings and streetlamps, shattering them into pieces as if they weren't even there.

The truck sped down the street as quickly Rider's skill and the street itself could physically allow, but they quickly ran out of space to flee from the monstrosity that pursued them. The town's gate came into the view of the superior vision of the Rider and Shirou, but no longer did it allow passage through for it had been destroy even further and the debris blocked the gate.

Both occupants in the front seat looked at another for but a split second, understanding they were boxed in and had no choice but to confront the grotesque creature and the lesser creatures that followed them, if evident by the howls and snarls that could be heard in the air.

The rest of the truck's occupants face formed into one of apprehension as they drew the same thoughts the two most combat-ready individuals. The Tohsaka magus hefted her large crate of Dust crystals, ready to defend against the siege intent on making the truck into a bunker of sorts, already reinforcing the exterior of the truck to be nigh impenetrable. Illya constructed even more familiars that a whole flock of the wispy doves arrayed themselves around the truck like a halo, already firing off barrages of mana bullets at the horde but it took all her concentration and willpower to control so many.

Sakura drew in the two Faunus girls and held them tightly against her knowing she could do little else as she held no combat potential of her own. The two girls in her arms terrified at the swarm of Grimm that descended upon them just on the other side of the glass windows.

"Tohsaka!" Yelled Shirou front the front passenger seat. "Rider is going to distract the big one while we take out the rest!"

The raven-haired magus took one look at her partner, and glanced back at the winged-Grimm that threw a piercing look in their direction as it screeched at them once more. Knowing they had little time for arguments, she nodded only once at the Servant and partner in the front seats and returned to firing off a barrage of spells from her fingertips as she burned through Dust crystal after another, decimating two or three of the Beowolves from a single blow.

"Rider, get us somewhere more open!" Shirou Emiya ordered. Sakura glanced at her lover's cold stare that she could not recognize. For a moment she could see the overlay of the red-clad Servant Archer imposed over her paramour and it frightened her, even more so than the horde of Grimm that bore upon them. His face set into the same scowl and hardened eyes the Servant of the Bow usually sported, devoid of any kindness she was familiar with in the young man's eyes.

The sudden jolt of the truck broke her from her thoughts as the vehicle came to a stop and Shirou, Rider, and Rin immediately launched themselves from the metal chassis to face the creatures of Grimm.

The Rider class Servant barreled through the swarm of Grimm, elegantly and lethally dispatching any of the Grimm that stood behind her and the grotesque mockery of an angel to impede its progress. Ducking and weaving through the Grimm with a speed far too fast for the lesser beings to keep track of her as they instantly perished as the servant passed them by.

Shirou unsheathed his commandeered weapon. "Trace on…" and poured his prana into the blade as blue traces lined the metallic edge, reinforcing it far beyond the capabilities the mass-produced sword could ever hope to reach. His left arm burned, but ignored it as the first of the Beowolves leapt at the magus, snarling with claws and jaws outstretched to maim the copper-haired young man.

He quickly sidestepped the airborne Grimm and brought his sword down upon the Beowolf, dismembering its right arm like a hot blade through butter as the creature howled in agony and brought its other claw around to retaliate. Redirecting the razor-sharp claws, he sensed another Grimm descending upon him from behind, but paid no attention as a cutting curse from a sniping Tohsaka bisected the Beowolf and dissipated as it died instantly.

He offered a brief nod of thanks towards his partner as he cut down the amputee Grimm. This time relieved it of his head, joining the rest of its fallen comrades as dust in the wind, and continued onwards to the rest of the Grimm came seemingly all directions.

* * *

Velvet squirmed free from the hooded girl's grasp, stealing a glance at the fighting individuals who sought to keep her and her family safe.

Her brown eyes greedily drank the scene of the red-clad lady who fired off a barrage of ominous red curses at the Grimm, glowing blue lines forming intricate designs over her body when a Grimm came too close and needed to be dealt with up close and personal. She used earth-shattering punches and kicks on any unfortunate Grimm that decided she was the easier target, violently fracturing their bone protections and killing the creatures of darkness without respite.

She was filled with awe at the sight of the young man with red hair who ruthlessly cut down any Beowolf that strayed too close, or was foolish enough to target him. His eyes were cold and dark as he swung his blade with cold efficiency, showing no fear at the horde that hopelessly outnumbered them. Each of his attacks left trails of beautiful blue light, what had to be Aura flowing through his blades, faintly glowing in the darkness of the night.

She glanced over the white-haired fairy that sat across from her and held her crimson eyes tightly shut in concentration as her strange, yet beautiful, birds fired pulses of energy and became literal swords of light, impaling countless Grimm. Beads of sweat condensed on her face as the limit of her abilities to control the flock of mystical birds pushed her to the limit.

Yet, despite her awe at all of these people, the eldest Scarlatina daughter could only watch in disbelief the purple-clad Huntress who leapt and ran circles around the towering white-winged Grimm that threatened to crush her very bones the moment she made a mistake. She could barely keep up with just how fast the woman climbed over its massive body, leaving countless wounds and gashes along its black, muscle-bound form. A howling screech of agony came from its incisor-lined mouth as the long-haired Huntress stabbed her dagger into the beast's right eye, blinding it, and leapt away, hulking arms flailing violently to catch the slippery woman.

Something trembled in the depths of her consciousness, something warm and comforting, yet desperate, hungry, and eager to be unleashed upon the world, as she took in the scene of violence before her. It wanted to join them, not content with sitting on the sidelines contributing nothing to protect her mother and sister.

This is what she wanted. To have an ability like these incredible individuals had so her family would never suffer hardship or be threatened anymore. For her mother to never cry ever again. She had done her best to help, but clearly it wasn't enough. She needed power, _real_ power, if she wanted to help her family, and these people were clearly prime candidates to ask for training.

Still, at the moment she could only watch, and burn in her brain the sight of the Grimms being slaughtered, her family's saviors tearing through their ranks like they were nothing.

But apparently, the towering monstrosity knew it was losing a failing battle as its smaller comrades fell by the droves. Huffing its chest even Velvet could hear air being sucked it, letting loose an unholy screech that pierced the air and caused even her protectors to flinch at the nerve-rending wail. Ignoring the long-haired woman that ran circles around it, it took one earth-rumbling step towards her and burst into a full-on sprint towards the truck.

Panic struck all those present as they realized the humanoid Grimm was targeting the maidens hunkered in the reinforced truck, but no amount of reinforcement could stop a monster like this.

* * *

Urgency filled the sword-wielding magus as he decapitated another of the Beowolves that leapt at him and broke into a desperate charge to intercept the charging horror. Noticing Rider coming in from the other side, with a grunt he jumped at the monster and plunged his sword deep into the black, muscular leg before being thrown off by the immense force of the beast's lumbering steps, the force too great to hold on.

The humanoid Grimm stumbled, yet still persisted in its suicidal charge, but this was all that the second interceptor needed. Two daggers sunk hilt-deep into the Grimm's neck, and it was yanked away by the purple-haired servant, redirecting the beast's stampede down another street, away from the truck where Sakura and the Scarlatina family took shelter in.

Recovering from his rough landing, Shirou glanced at Rin, who dispatched another one of the less dangerous creatures of darkness with a cutting curse, receiving a nod while the twin-tailed Magus motioned for him to follow Rider and her foe, her eyes telling him that she and Illya could take care of the remaining Grimm, since their number had been sufficiently culled to be manageable by the two female Magi.

Without Rider's noble phantasm, the servant did not have much penetrating power without putting Sakura at risk from the mana drain and the two magi knew that. They needed to get rid of the biggest threat and could do so now that Rider had brought the fight elsewhere, being less hindered by the need to defend the truck and its occupants. Shirou being the only heavy-hitter of the group left, it fell to him to kill the Grimm, since the others could do little more than slow it down.

Offering a nod back, the copper-haired man took off, following the trail of destruction and massive footprints in the streets to aid his purple-haired friend. Not that it was hard, the fight was hardly silent, and with most of the other Grimms killed, all he had to do was follow the sounds of battle.

His gaze trailed upwards, where Rider leaped away from a rooftop just as the hulking winged-Grimm crashed through the building where she stood just moments ago. The monster howled at the Servant and it chased after her, smashing countless buildings and structures in its attempts to squash the bug that irritated him.

"Trace on…" whispered the magus. His hand now held a nameless steel broadsword, ignoring the eager call of two twin black and white blades, as his previous weapon was lodged in the calf of the pursuing humanoid monster. He felt Archer's arm burn him, the corruption of his body likely spreading, but he ignored the pain with practiced ease. He knew enough about his body to know that he had yet to cross the boundary that would put him in immediate danger of being taken over, so he could ignore the pain since it meant protecting the person he had forsaken his ideals for.

With a grunt, Shirou swiftly dodged, one after the other, the monster's attempts at grabbing him with its massive hand and maneuvered between its legs. He sliced its left calf and ankle, leaving deep gashes, but the leg was too thick and the muscles too resistant, to completely cut through.

The Grimm fell to its knee, wings tucked in, and let out a howl of agony as it shrank on itself, curling up and tensing its muscles.

'What is it doing?'

With an earth-shattering vault and howling gust of wind from the flapping of its wings, the demented angel leapt into the air, using the massive appendages on its back to propel itself away from the Magus, flying several dozen feet backwards and crashing, feet first, into a building, turning it to rubble.

The force from the momentous leap threw the Magus sideways, landing in a roll as soon as he touched the hard cobblestone path, recovering his stance. His eyes widened as a wall of debris filled his vision, throwing himself to the side, narrowly dodging the makeshift projectiles that slammed into the building behind him.

While Shirou kept the Grimm's attention, Rider leapt from one building to another as she neared the monster, an easy enough feat given her agility and how slow it was compared to the speed she was capable of. Though she did not underestimate it, while slow, a single hit would do a lot of damage to her, Servant or not, and with Sakura being so weak, she could hardly afford to drain any more of her prana.

The Servant launched her dagger at the four-armed monster's face in hopes of blinding it in the other eye, but instead narrowly glanced the front of its face as it leaned back, protecting its sole-working crimson eye.

The Grimm-Angel maliciously grinned, biting down on the chains in front of it, its serrated teeth closing over the metal with a horrible grinding noise. While it did not manage to break the chains, it pulled with as much might as it could muster and threw the chains—and a shocked Servant along with it—across the street, slamming both into the side of a building and howling in triumph, thinking it had killed the annoying woman.

"RIDER!" yelled Shirou, worry gripping his heart, but he let out a sigh of relief when the Servant de-astralized beside him looking no worse for wear.

"We must rethink our approach Shirou, this demon is above its lesser counterparts, and cannot be slain like them," remarked the Gorgon, taking a stance, her chains once more materializing in her hands.

The monster snapped its crimson-eyed gaze to the duo and let out a blood-curdling screech at the sight of the woman it thought had killed.

"We need to get rid of its wings somehow, it's too mobile with them," nodded Shirou, ignoring the lances of pain coming from his crimson-wrapped arm, the appendage seemingly asking to be used.

"Agreed, I will take care of the wings," coldly whispered the Gorgon, immediately sprinting to the side to flank the Grimm, who had recovered, and was now bearing down on them with a manic snarl exposing its teeth, along with the strips of flesh dangling from them.

'Here goes nothing,' he thought, raising his commandeered sword and pointing it at the Grimm. The monster did not appreciate the show of defiance, as it opened its maw wide, roaring a challenge to what it considered a puny human challenging it.

"Trace on…" whispered Shirou, prana circuits coming to life, as he Reinforced the sword he held to the utmost limit, the blade beginning to glow with blue light due the amount of prana forced inside it. He ignored the agonizing pain shooting through his body, feeling as if his nerves were being dipped into acid, with ease borne from a long history of being in pain. Once he was done, he took a moment to "feel" the result, and, satisfied, he took a stance, ready to face his foe.

The Magus lunged forward, setting himself directly in a collision course with the false-angel bearing down on him as a frightening speed. The monstrosity reached forward with two of its arms in another attempt to grab the young man, but once again Shirou dodged as he changed his direction suddenly and ran his blade across the monster's arm, a fountain of black ichor dropping from the cut and staining the street.

At the same moment, Rider rushed from the other side of the creature, leapt onto the muscular back of the Grimm, and stabbed both her daggers deeply into the joints where the wings connected with its shoulders. The angel howled in anguish and violently thrashed about, trying to shake off the purple-haired Servant, or to reach her with its bulging four arms. It kicked and flailed about, almost crushing Shirou in its efforts, the Magus swiftly taking some distance with it as soon as he realized the danger he was in.

Satisfied that her chains would keep the Grimm's wings from opening now that they were firmly stuck inside their flesh, Rider backflipped off the creature's back, hastily retreating back to Shirou's side, tugging her chains in the hopes of forcing their foe to attack them. And true to their hopes, it once again knelt down and tucked in its arms. The duo recognized what it was about to attempt and leapt away, out of the range of the shockwave about to come their way.

However, this is what Rider was waiting for.

Just as the Grimm leaped into the air with the aid of its colossal wings, Rider felt the overwhelming force that threatened to sweep her off the ground through the grasp on her chains. But the Servant held fast and tightened the tension on the linked rings with her tremendous B rank strength, making it thrash around in the air, but the Servant did not relent, opposing her own monstrous strength to the Grimm's. And true to her hopes, the opposing forces caused severe damage to the abomination, tearing and crunching sounds echoing through the night as ligaments were torn, muscles were split, and the monster shrieked in agony.

Spotting the opening, Shirou rushed forward, straight at the Grimm's center, the creature so focused on breaking free from Rider's ensnarement it ignored him. Diverting what was left of his prana to reinforce his legs, arms, and the broadsword held in his right hand, he surged forward with newfound speed.

The large-white wings were forcibly ripped from the back of the demented angel as the final string of muscle finally snapped from its back. It howled in agony and black ichor poured from the stubs where its wings were once connected. Without the chains that held it back and no wings to keep it airborne, its body fell downward, directly above the now standing Shirou, who had prepared himself for this opportunity to finish the fight once and for all.

He swung the sword with as much force as he could muster and struck the monstrosity as it careened downward, shrieking in pain, anger, and defiance, all at once. His blade ripped through the muscle and tissue and exploded in a torrent of black gore, Shirou putting everything he had into slicing through the densely packed muscle and flesh.

With a yell of renewed strength, steel split the monster's throat as he overloaded the sword with prana and promptly detonated the weapon embedded into the Grimm's chest, utterly shredding a large part of its torso and neck. The false-angel desperately brought its hands to the gaping wound in a futile effort to stem the flow of blood, crimson eyes staring confusedly at the hole in its body, unable to comprehend it had been bested. It let out one last, gurgled screech, before the light of life left its baleful crimson eyes, dead before it even touched the ground, the corpse toppling forward and its head slamming into the stone of the road.

The corpse then promptly began to disintegrate into black smoke, disappearing so fast that only a few instants later, there no longer was any trace of the gigantic monster that had laid waste to an entire village, aside from the obvious signs of battle and destroyed buildings.

A sigh of relief left Shirou's lips as he fell on his backside in exhaustion, the Gorgon calmly walking over to her master's lover and sitting next to the tired young man. They both took a moment to regain their bearings, the fight having left both out of breath, reinforced human and Servant or not.

"We should rejoin with the others," suggested Rider, having recovered much faster than Shirou, as she stood up and dusted her dress, before turning and offering her hand to the young man. Said young man gratefully grabbed the offered appendage, grunting as he pushed himself to his feet, his body still sore from the stress he had put it through, though he ignored the slight pain with practiced ease.

They walked briskly through the down the street, ignoring the corpses and destroyed buildings as they weaved through the obstacles on their path, unwilling to leave their companions alone for too long, even if the major threat had been neutralized. For all they knew another of those gigantic Grimm angels could be in the area, and while Rin and Illya weren't exactly helpless, neither had the power to kill one of those beasts.

Their walk was rather short, as the truck had stopped a few streets over from where they diverted the now deceased Grimm, and was now being approached by snarling Beowolves that Rin and Illya were doing their best to keep at bay.

As soon as Shirou and Rider approached though, dispatching the remainder of the Beowolves, she jumped from the truck, marched over to the redhead's side, and started poking him in the chest, glaring up at him with all the might her diminutive stature could muster as she scolded him on the insane attack he made to redivert the humanoid beast.

Rider, ignoring the lecture, walked by the pair and towards the truck, where Sakura had apparently found a first aid kit and was meekly gesturing for her crush to come over so that she may treat him.

The young man only sheepishly chuckled Shirou, sitting next to his lover, who dabbed at his wounds with an antiseptic-covered cloth. He ignored the sting with ease, having experienced far worse than the unpleasant sensation, while Sakura apologized quietly as she treated him.

Rin huffed with arms crossed underneath her chest. As she glanced at Shirou, her eyes trailed up Archer's arm, her brow furrowing.

"Emiya…" she whispered, her voice low, so that only the pair of them would hear, "Did Archer's arm reach that far before?"

With a puzzled look on his face, he looked down at his chest and froze. The tan skin of his grafted arm had spread even more across his chest, spreading from his shoulder like a cancer, and now making up part of his chest, up all the way to part of his neck.

She hissed under her breath, glaring at him, while Sakura observed their interaction with worry. While she couldn't hear what was said, she could at the very least tell it wasn't anything good.

"I can't believe I have to remind you Emiya," groaned Rin, rubbing the bridge of her nose in frustration, "But we have no idea at all what that arm is doing to you, until I know more you are banned from using ANY type of Magecraft. Got it!?" she growled, jabbing her finger into his chest.

"Nee-san," began Sakura, putting herself between her sister and Shirou. Almost immediately, Rin's anger faded, the teenager unable to stay angry when her sister gave her a pleading look to let things be.

"Fine… anyways," the twin-tailed Magus mumbled, redirecting the conversation and glancing at the two Faunus children that sat in the truck, along with their unconscious mother. The brown-haired Faunus seemed to be staring at Rin with a look of utmost reverence, making the Magus wince and look away uncomfortably, "We should get to Vale quickly, I don't know how thorough my healing was so we need to get their mother to an actual doctor, not to mention get Sakura checked out, somehow."

"I don't think that'll be necessary Tohsaka," remarked Shirou.

"Oh, why is that?" she growled, her tone challenging. It was obvious she was not happy with what was implied, though then again, it had been a long night and her already hair-trigger temper was not helped by the adrenaline and lack of sleep.

"That's why," explained the redhead, pointing a finger to the horizon where several gray forms flew toward them in the distance.

"Oh, now they show up!" growled an exasperated Rin, her anger towards Shirou replaced by sheer frustration towards the incompetent authorities. While she didn't know much about this new world, she knew that Vale wasn't that far from the village. The authorities should have arrived hours earlier, she knew that much, so how had they managed to be so late? Had they somehow decided to take a scenic route?

* * *

The airship ride had been relatively quiet in comparison to the intense situation of mere hours earlier, the group whispering between themselves when they made conversation, or simply not talking at all.

The medic onboard worked as much as he could to clean up and stabilize the woman whose back was covered in fresh, bright-red scars from Rin's healing—which highly confused him-, but there was little he could do from the turbulence, nor could do more for the Faunus until they arrived at a hospital. He had neither the facilities, nor the training to treat her, as his specialty was field medicine, more oriented towards making sure people were still alive to be handed over to specialists than actually healing them.

The two Faunus sisters sat on the hard, cold seats that lined the bullhead's walls, their arms around each other's shoulder, with Clover curled into her sister's body, snoring softly, having exhausted herself after crying so much and desperately seeking comfort in the only person she was familiar with. Velvet herself wasn't saying anything, her gaze never leaving her mother's back, and deep in thought.

Almost unconsciously, her teeth grinded together and her hands curled into fists, Shirou looking over the girl in sorrow, knowing exactly what was going through her head. While he had never seen such a look in others, Archer had, and its implications were not lost on the redhead since he now had the memories of the Heroic Spirit floating around in his head. Velvet would be training to become stronger, pushing herself to the limits and surpassing them, or she would break. She would accept nothing less, and trying to dissuade her from her chosen route would be an exercise in futility.

The hold's speaker crackled to life and redirected his attention away.

"Beacon will be in view just as we clear this peak, we will be landing momentarily," stated the female pilot over the intercom, the airship flying over one last mountain.

Both Shirou and Sakura shuffled in their seats as they sought to peer out a portside window, but Rin seemed to have beaten both to the opening, her jaw dropping for a moment before it snapped right back up, obviously impressed by what she had seen, and her eyes never leaving a specific point of the landscape.

The couple came to the Rin side and squeezed in to get a view themselves and found themselves in wonder at the sight.

A massive lake laid at the bottom of an imposing sheer-vertical cliffside with several rivers cascading down and creating impressive waterfalls, and at the center of the rivers, built over a large patch of land accommodating it and all its dependencies, was a massive building, that Shirou deduced was Beacon itself.

The Academy itself was almost a fantasy like castle, with towering white spires only dwarfed by the colossal central tower that held large glowing green orbs—and squinting his eyes revealed it to be a clocktower as well as he saw the large mechanical gears slowly ticking away-.

"That's the CCT tower," whispered Rin, with her sister and partner dumbly nodding in reply at the sight of the mountainous structure. That's it, Shirou took back all misgivings he had on the CCT network, the tower was a monster of engineering and certainly made sense if they had never made it to space with communication satellites. His limited experience with the subject of engineering told him that the only other viable alternative to broadcast a signal supposed to link continents together would be such structures, towering over even mountains.

The academy's pearly white buildings dotted the grounds, only contrasted by the vibrant blanket of green of the grass and trees, presumably for dormitories, research labs, training rooms, and other facilities that inspiring and hopeful students would use to further their training and education in becoming full-fledged Huntsmen and Huntresses. The only analogy Shirou could come up with, would be that someone had somehow fused a medieval Fantasy castle with an American University campus, and even that description didn't do the Academy justice. One needed to see it for themselves to truly realize the marvel of architecture that it was.

How they would like to just walk through the Academy's huge campus and explore every nook and cranny of the awe-inspiring feat of architecture and engineering. Or just to sit underneath one of the numerous trees and lay in soft grass with to unwind in the soft breeze. To have just one moment of peace to enjoy the landscape without having to worry about their health and life.

It hardly looked like an institute to train the future protectors of the world, and more like a fantasy castle for a royalty to live in, far removed from the commoners and proceedings of the outside world, which in this case was the Kingdom of Vale that resided farther down river.

The city of Vale was an entirely different marvel of human civilization, as it encompassed nearly the entire field of view, stretching everywhere they could see. Even the elevated position granted by being in this "bullhead" only served to reinforce just how grand and spectacular the city was, not even considering it was one of four true bastions of human civilization. More than a city, it was a country by itself, housing a large part of the Human and Faunus populations of Remnant.

The airship flew from over the lake and hovered over one of the numerous landing pads lining the edge of the cliff, landing with a soft thud. The alarm blared as the cargo doors lowered and allowed the sunlight to pour in from the outside, temporarily blinding the passengers who had become used to the low-lit environment of the cargo hold.

The medic immediately shot forward, pushing the gurney holding the injured Faunus, to deliver the woman to the resident medical experts for treatment. Said experts, after a quick check over the woman, carted her away, leaving her daughters to stay with the group, who were now being faced with the welcoming committee.

Off to the side stood an older woman who was the very picture of the stern teacher, clad in a white shirt along with a black pencil skirt that would have exposed the fair skin of her legs if not for the black stockings worn underneath, her golden hair held back in a bun and meticulously curled in front. Her expression was stern, green eyes observing them with all the attention of a scientist examining an interesting specimen under a microscope. After a moment where the group felt like they were being examined under X-rays, the woman seemed satisfied with what she could see and walked forward to greet them, her tight-fitting clothes leaving little to the imagination.

"Hello, I am Professor Glynda Goodwitch, and I welcome you to Beacon Academy."

Her tone was strict as she delivered her greeting, her eyes scrutinizing each and every one of them, staying for various lengths of time over each of the members of their ragtag group. Her green eyes met Shirou's steel ones and her brow raised slightly, clearly surprised that someone was willing to meet her stare, but she otherwise showed nothing of what she was thinking. She seemed to linger on Sakura's hooded form, the teenager looking at the ground to avoid exposing her condition to the woman, but she did not voice any desire to see her raise her head.

Given that the situation was a golden opportunity to gather information, Rin stepped forward, taking control of the conversation, since all of them knew that bar Illya, they were not exactly good at interacting with other people.

"We just came from Oakenhille, but we were passing through when the Grimm attacked. These two, however," Rin beckoned toward the two silent Faunus children that held each other's hand, "are and their mother was just taken by those doctors."

Green eyes rested upon the two girls and a hint of sadness crossed her eyes, but her demeanor quickly returned to its business-only state.

"Let us continue this elsewhere and get you some medical attention and something to eat, no doubt you are all exhausted from your ordeal," commanded the woman, motioning for them to follow her.

Rin released a deep sigh. She really wanted to avoid this scenario of being taken in by the authorities, but she didn't want to risk running away. That would imply they were hiding something and the authorities would become undoubtedly suspicious if they suddenly disappeared now of all times, which could end very badly for them. They would have to handle this delicately, without revealing their Magus nature or their apparent lack of aura despite having fought off a horde of Grimm.

"Rin," spoke the Gorgon in a low voice. "We have made it to Vale. This is an opportunity to get Sakura the care she needs and we can take advantage of the situation."

"You're right Rider, let's try and stay positive. They don't know anything about us so far and I'd like to keep it that way," cheerfully nodded the young woman, but it was easy to see that she was not convinced things would go well.

And so, the group of Magi, along with two Faunus, followed the blonde woman. They entered the building, that smelt of antiseptic and illuminated in white light, and were led to a room where a pink-haired nurse stood waiting.

Rin wished she could talk about what they planned to do and to get their stories straight, but the presence of the nurse did not allow for it. Not to mention the open room could easily be listened in on. It seemed that her partner had also picked up on the situation as he gave her a knowing nod in response and quietly whispered to Rider to stay close to Sakura.

The nurse gave the two Faunus siblings a quick look over while they were given a simple meal that they devoured in silence, a meal made of food that their bodies would easily process. However, the nurse was stopped when she got to their group and was waved away by Rin and Shirou when they stated they were fine and just needed some rest.

The nurse relented with a confused look on her face, especially when she noticed the odd patch of tanned skin the young man sported on his neck and his odd mixture of hair color. She was about to ask what that was about, but Shirou waved her off, explaining it as a side-effect of his Semblance—a cover story that Rin had suggested the previous day, and had the benefit that it wasn't too far from the truth—.

Once the two children had finished their meal, which had allowed some color to return to their faces, the pink-haired nurse told them to follow her if they wanted to see their mother, who was resting in another room. As she opened the door, it revealed the same blonde that they had seen earlier, Goodwitch, the woman nodding to the nurse as the trio moved out of the room, before focusing her stare on their group.

"The Headmaster would like to see all of you in his office, so if you would please follow me," stated the teacher, her words suffering no argument as she led them out of the room. While it was early in the day, there were still a few students out in the corridors, all of them already clad in what was likely the uniform of the Academy, their group crossing a few of them on their way to the Headmaster's office.

A few of the students looked upon them with inquisitive… innocent glances, but ultimately did little to the group, since they were led by a Professor, whose attitude made it clear that any student interrupting their path for less than an urgency would not like the result. They did not want to draw the ire of their professor, who seemed to be quite the authoritarian figure at Beacon, and shirked away. Shirou and Rin were not at all impressed at the sight of the supposed future-guardians of the world, most of them being around their age, but showing absolutely none of the weariness they expected to see in people who were supposed to be fighting monsters. Then again, they themselves were about the same age and had lived through events that would have likely left these future Hunters and Huntresses traumatized and unwilling to even set foot out of their safe little homes.

Goodwitch led the group to the massive central tower they had seen before arriving to Beacon, that apparently housed the headmaster's office aside from being a CCT tower. And the office was clearly not at the base of the tower, since they had to squeeze into an elevator to reach it, Sakura clearly uncomfortable with the proximity to a stranger and doing her best to put Shirou and Rider between her and the teacher.

Upon their arrival, the elevator's door parted to reveal a sight that would have impressed less jaded people, with metal gears everywhere slowly cranking, their sound reminding Shirou of his and Archer's Reality Marble. Though to him, the Reality Marble was a much more depressing sight, since it represented his eventual end, alone on a hill of swords.

As they entered the room, their eyes immediately zeroed on the individual seated behind the ornate desk facing the elevator's entrance. It was a man with grey hair and a green scarf, analytical eyes boring into them and analyzing them down to their postures and stances, dissecting everything he could see to squeeze the most information out of it. There was little doubt that the headmaster of Beacon, for it could only be him, had the mindset of a Magus, keeping his secrets close to his chest and ready to do anything it took to see his goals accomplished. Worse, they could literally feel the man's power, which was nothing to scoff at, even if it was not at the level of a Servant, and, coupled with everything they could tell about the headmaster, it was accompanied with a lot of political power as well. In short, the headmaster was someone dangerous, incredibly so, for them, if they ever made an enemy out of him.

"Thank you Glynda," smiled the headmaster, the blonde nodding and coming to stand next to the man. He then gestured for them to take a seat, with a group of chairs, which just so happened to be the exact same number of people in their group. Not even Illya spoke as she seated herself, the situation making her Magus persona slip into place, as now was not the time to appear like the cheerful child she liked to portray herself as.

"Now I assume you are all wondering why I have called you here when you should be all resting from your ordeal. But first some introductions, I am Headmaster Ozpin of Beacon Academy."

* * *

Ozpin was intrigued by his guests. While their culture encouraged individuality, most tended to distinguish themselves merely by using their symbol, whereas the each and every one of the people now seated in his office stood out like a sore thumb, even without using eye-catching clothes. Be it the way they held themselves, the atmosphere around them, there was simply something about them that would have marked them as different no matter how much they tried to blend in.

One by one, they introduced themselves to the headmaster, who arched an eyebrow at the strange names that seem to break the long-honored tradition of color-inspired names, aside from the man's, which, translated into English, meant "White". The tall blindfolded woman was interesting in a mysterious sort of way, as she held herself in an aloof posture, standing directly behind the hooded figure, and only introduced herself as Rider, an alias without a doubt. However, he was most intrigued by the hooded girl who refused to raise her face or lower her hood as she sat in close proximity to the young man with silver eyes, practically leaning on him. He was not blind to the way the entire group gravitated around her, subtly placing themselves in a protective seating arrangement, and allowing the sole male to seat next to her. There was a history there, something that had the entire group willing to protect the young woman.

His tired brown eyes hardened as they met the steel contained in the boy's, no, man's gaze, perhaps lingering a bit too long when Glynda politely coughed to break him from his thoughts.

"My apologies, it is not often I meet someone with an unusual eye color."

* * *

Rin arched an eyebrow at the strange comment. Silver eyes weren't normal, yet Illya's red eyes were? Odd. Then again, she had seen many students with hair of a variety of colors ranging from cheerful hot pink to a lime green, perhaps eye color was another trait that widely varied.

It was a bit of a culture shock for her, who had lived in Japan, where the culture was the exact opposite, with people desperately trying to fit the mold of society. It wasn't to say that there wasn't individualism, but the culture on Remnant seemed to almost force people to show themselves as unique individuals and not members of a group.

Something she would have to research in the future, if everything went fine.

"Regardless, I brought the five of you here to hopefully answer some questions about the events that happened at Oakenhille. We have a rough idea of what happened, but we would like to hear what happened from the point of view of people who were there during the events."

No one responded and so the gray-haired man headmaster took that as a sign to continue.

He asked a few basic questions like when the Grimm had attacked the village, where they were when it happened—revealing the caravan they'd left behind did indeed make it to Vale's outer wall-, and their actions afterwards. He commended them for turning back despite not saving most of the village, but he doubted the Faunus family they saved would fault them for it. Although his gaze turned stiff at the mention of the grotesque four-armed Grimm they had encountered and subsequently defeated.

"I must commend Miss Rider and Mister Shirou for putting themselves in harm's way to defeat this… Grimm, it speaks volumes of your personal capabilities. Although I must ask if you've received any training before."

The Servant elected to say nothing and maintained her silent aloof nature as she gave a blank stare behind that blindfold in return. The two Beacon staff members said nothing of Rider's unusual attire for they have long gotten used to the strange outfits Huntsmen and Huntresses elected to wear these days. Although, Glynda did note that it could use some serious toning down with the way her outfit hugged her well-proportioned curves.

"I'm… self-taught," said Shirou after a moment of deliberation, prompting Rin to roll her eyes in slight exasperation at the understatement. It was mostly true considering the events of the Holy Grail War and inheriting Archer's arm—who was just another version of him-. Then again, he couldn't exactly say "I've learnt most of my skills from an alternate future version of myself who tried to kill me after he was summoned into a tournament for a wish-granting device that happened to be corrupted and tried to end the world".

* * *

"Self-taught you say? Forgive me when I say that I find that a little hard to believe," chuckled Ozpin. He did not believe for one moment the young man in front of him was "self-taught". People did not manage to kill unique Grimm by being self-taught, they did so by training to their limits against stronger opponents. Anyone who was self-taught always had plenty of faults in their style, faults that would get them killed in a heartbeat when faced with powerful Grimm.

Most of his students would have been killed if faced with such a threat, one that even his fourth-years would be hard-pressed to kill, even with the entire four-man team assembled. To find that only two of them—he suspected that Miss Rider was far beyond the normal capabilities of a Huntress, not to mention the strange feeling she radiated, one the young man did exude as well, albeit to a lesser extent—had defeated a special-type Grimm a bit ludicrous. The young man in front of him couldn't be more than seventeen or eighteen years old, a first-year at most, yet callously charged in and defeated it.

These facts, if true, and along with the hardened gaze-that betrayed experience beyond his years—that Shirou was giving him, made Ozpin think he was far more skilled than most of his students. If he could only tap into that power and refine it.

He decided to let the subject rest for the moment and moved to another matter that interested him. He knew that he couldn't keep the group there for too long, as curious as he was, they were likely tired and needed rest, so he would have to keep things as short as possible.

"Now we know about the events that occurred, however there is still one matter that needs clarification. You have explained everything in detail, yet you did not say why you were in Oakenhille in the first place," he remarked, Glynda tensing slightly at his side.

The way they had explained everything yet kept silent of why they had been in the town was masterful, and anyone less used to deal with politics would have missed the fact that the reason of their presence had never come up in the conversation.

Ozpin could tell Glynda had noticed how the group had suddenly tensed. Apparently, the reason of their presence, whatever it had been, was a sensitive one, so he made sure to put up his best reassuring face.

"I assure you Miss Tohsaka, this is not an interrogation, you are not prisoners. However, it is unheard of for civilians to defeat Grimm in such numbers, and even more so for untrained people to kill off a unique Grimm. It is my duty as the headmaster of Beacon to keep abreast about unusual events, and, forgive me for saying so, what happened was unusual, extremely so. This has painted you as individuals to keep an eye on, and I shall not be the last person to be curious."

* * *

Rin let herself fall back on her chair and let out a sigh. This was the moment she had feared. While they could bolt and take Sakura with them, she highly doubted they would be able to leave without trouble, not when Ozpin reminded her eerily of the Magus mentality. Not to mention that leaving now, after accepting his invitation to his office, would have him scrambling to get information on them, if he did not have them hunted down. With Sakura in her current state, they simply couldn't afford that, but at the same time, she was highly reluctant to let anyone have even the slightest leverage over them.

"Fine, to answer your earlier question as to why we were in Oakenhille, we were traveling to Vale to get my sister medical attention for her…" she paused for a moment, searching for an appropriate term, "…illness."

"Illness?" asked Glynda, the professor's stern look melting away as concern entered her eyes, showing a more caring person that she had previously portrayed.

Rin bit her lip as she observed the pair, her mind racing, glancing at Sakura who gave her a small nod, before preparing herself in case of a violent reaction.

"We left our old home and on the way to Vale my sister contracted some illness," she explained, Sakura removing her hood with deliberately slow gestures.

Glynda let out a sharp gasp, and Ozpin's grip on his desk grew so strong the wood creaked under the strain, his fingers drawing lines in the hardened wood.

Before them was a teenager, younger than their students, with pale white skin and angry black veins marring it. She looked incredibly frail and thin, as if she had not eaten in a very long time, or lost a large amount of weight in very little time. Dull, lifeless crimson eyes stared back at them, eyes that belonged to someone who had seen horrors unspeakable and had been broken beyond repair. In fact, had the girl not moved, they would have believed that they were facing some kind of Grimm-infested corpse. But the girl in front of them was indeed among the living, giving them an uneasy and sad smile, as Shirou held her hand comfortingly, his own eyes staring them down and daring them to threaten her.

"Believe it or not, but her condition was even worse not too long ago," continued Rin, breaking the two adults from their morbid captivation with the sickly-looking girl.

"I see…" coughed Ozpin, his face once more set into the polite mask he displayed most of the time, his shock now carefully hidden, "That is certainly a valid reason, if any. Although, how did she contract this 'illness'? I have to know if such a disease is a danger to Vale."

"We don't know," Shirou intervened, earning himself looks from both teachers that told them they were perfectly aware their group knew more than what they let on, though they did not say anything, "Although we're pretty sure that it's not contagious, otherwise we'd all be like that."

"If you'd like," offered Glynda, "I can permit Miss Sakura to be cared for at Beacon's infirmary to monitor her health."

"That would be most appreciated," smiled Rin, "Although I must ask that one of us must stay with her at all times."

"That will not be a problem," assured Ozpin, waving his hand dismissively, "However where will the rest of you stay in the meantime? We cannot have all of you wandering the infirmary for an indeterminate amount of time."

They glanced at each other. Where could they go? They weren't from Remnant, it wasn't as if they had anyone they could return to, their only meager connections having died a painful death back in the village. It would take time for them to turn their situation around, and while they would undoubtedly be able to do so, they would need somewhere to live.

Ozpin had clearly noticed their shuffling, as he smiled gently at the group.

"How about this? Beacon's new year is going to be starting soon. I would like for some of you to officially join Beacon as incoming freshmen. I will even forgo the initialization as you've certainly already proven yourselves in combat against the Grimm."

Needless to say, they were shocked into silence. While all of them were happy for the offer, what kind of person offered a spot in their school to near-perfect strangers, people whose background was shaky at the very best? Given the way the usually unflappable blonde teacher next to the headmaster gaped, it was clear that she was just as shocked as them by the offer.

"Well of course, for Miss Einzbern we can arrange for her schooling elsewhere, she is after all a bit too young to be student at Beacon. And perhaps have Miss Rider on a fast track for a license, which I'm assuming she does not have, to officially take jobs as a Huntress. Even if you don't wish to be a Huntsman or Huntress we have many facilities that have job openings that are in desperate need of staffing or take courses for our civilian departments."

* * *

Glynda's eye twitched like she was having an aneurysm. She knew Ozpin was prone to strange acts, even when she was a student here at Beacon she knew about how eccentric the old man could be. And so far, the two years of being his secretary did little to change that image of him. He was known for his bleeding-heart moments, when he went out of his way to recruit potential students, although those students tended to end up forever indebted to the headmaster in some form.

She would have to question him later, but now wasn't the time to question her superior in front of... whoever these people were. While she was worried and concerned for them, she had not missed some of the signs that they withheld information from them, and that worried her.

"Well, that is something we will have to think about," answered Rin.

"Of course, I am not expecting an answer right away, but please keep it in mind," tempered Ozpin, receiving nods from the group.

"Let us get Miss Sakura to the infirmary and the rest to you to some emergency housing where you can stay the night," offered Glynda, leading the group back to the elevator.

Ozpin turned in his seat to stand, but a quick glance up showed the young silver-eyed man still rooted to his place at the other end of the table.

"Is there something else you wish to ask Mr. Emiya?"

"Yeah, there's just one thing I want to know," nodded Shirou, glancing at the elevator his friends had entered and waited for him, before his eyes went back to boring holes into Ozpin.

The young man came up to the edge of his desk, taking one longing glance at the young woman who seem to take comfort in his gaze, and whispered his question to the old headmaster.

Ozpin visibly relaxed as he heard the young man's query. With the way things were, he had been worried about what the young man had wanted to ask him, worried his question touched sensitive subjects that he was not comfortable talking about with someone he had just met. Giving a grandfatherly smile, he chuckled.

"I believe I can help with that, although may I ask why?"

"Just fulfilling a promise." Succinctly stated the young man.

"I see, although if you allow me to ask you one more question."

"Shoot."

His smile stilled.

"I know semblances can cause an unusual feedback on the person's body, am I correct in assuming that your appearance is because of that? And not because of this mysterious illness Miss Sakura had contracted?"

The young man stiffened immediately, whatever warmth in his steel-silver eyes disappearing completely to leave place to a cold, calculating light. His whole posture shifted from tense, to ready for battle, and Ozpin couldn't help but be impressed with the way his guest stood. It reminded him of a seasoned warrior, and truly served to highlight just how dangerous Shirou was, certainly much more so than the students attending Beacon.

"Yes," Shirou's answer was cold, clipped, and the young man then left, taking the elevator, before anything else could be said.

"I hope you will join us here at Beacon Academy, Mr. Emiya," called out Ozpin, receiving a nod from the silver-eyed warrior.

The elevator's doors rang shut, and Ozpin raised the scroll that sat on his desk. He stared long and hard at the footage, zoomed in many times, that showed two individuals that had just left his office as they weaved around a monstrosity as they tried to kill it.

Glas.

It had been ages since he had seen this creature, and the last time it had left only destruction and death in its wake, before it was eventually killed, albeit at great cost. If this monster had reappeared, it could only mean that she was watching, or perhaps intended to kill or capture one of them specifically. Why? That was the burning question that ran through his mind. Was it because of the young Miss Sakura whose appearance grimly reminded him of her? Or was this all just coincidence?

The Grimm overrunning a success settlement that had thrived outside the walls for years? Yet had been taken down overnight? The council wasn't going to like his report, and no doubt will want to pin the blame on him, calling it "another failure" on his part.

A report came through to his scroll, forwarded from the medical team. The Faunus woman that had been taken in, he recalled from Glynda. Normally he wouldn't have received it, but he had ordered all materials on this incident to be brought directly to him. Slowly, his eyes ran over the black text as he scrolled over, but picked up speed as he read more.

'Scarlatina,' now that was a name the headmaster had not heard of in a long time. A former student of his, he idly recalled. Top marks in combat, yet a bit slow in academics. Killed most unfortunately in an accident and the following debacle was quite the scandal. However, as with all scandals, it was merely forgotten shortly after.

Yet the more he read, the more he focused on what was supposed to be a simple medical report.

Another message blinked on his screen, this one concerning the children, more specifically the older sibling, Velvet Scarlatina.

Unlocked her aura? Perhaps a meeting with young Miss Scarlatina was in order, one that he would personally see to. Yet there were other, more pressing matters at the moment.

He exited the app, pulled up his contacts, and called one of many. The sound of the receiver having picked up the phone was heard from the speakers.

"What's up?" A drunken slur mumbled over the call.

"I have a new mission for you."

 **~[PROLOGUE] [END]~**

* * *

 **Authors Notes:** And as always, much thanks for **_Arawn D. Draven_ ** for beta'ing this chapter!

Sorry it took me so long to get this chapter out! I had an extreme case of writer's block and just a lack of will to get anything done really. I was pretty worn out from the end of the semester so I practically slept for most of my free time. So, I'll freely admit this chapter was one of my weaker ones, mostly considering I'd never had written in such a manner that required vivid visualization and high-paced action. Not to mention just a general lack of creativity that would just not come to me when I wrote this as I neared the 20k words mark…. omg my longest chapter ever. Over forty pages… But future chapters will be no where near this long unless they are for extremely important chapters.

It was… difficult. But at least the 'prologue' chapters are over.

 **28k+ Views** , **260+ Favorites** , and **395+ Followers** , I'm surprised on just how many people are following my story! Not too shabby for my first "real" story, despite not actually having done anything yet. Haha, sorry to those who waited so long.

I've also considered many reviews and PM's on how to work with Illya and I think I've come to a decision that will work out. It'll be in future chapters so look forward to it!

* * *

 **Answering Reviews:**

 **rickyp01** – thank you for pointing that out, I wasn't planning on nerfing them and for some reason I wrote that out. In my mind, it was supposed to be for them not to draw attention to themselves because if an individual can basically conjure up an infinite number of weapons they would have the entirety of Remnant's gaze on them, especially Atlas. Also, looking at all the semblances (at the exception of Qrow's weird bad-luck semblance) they all can be explained as a form of energy manipulation, as you cannot create/destroy matter. Blake's, Sun's, and Emerald's semblances are a bit weird to explain under this however, since they make fake-copies of themselves and mental illusions, but I suppose it's something like projection of an image. It's still "made from something." But that's what I was aiming for.

 **ShippingJR** – thanks, while I'm probably not quite going to go the route you have suggested, it has given me a few ideas that I may explore in the future.

 **ZenithTempest** – Oh? It's not so much that Sakura is disfigured, it's just that she's very… unnerving to look at since she basically looks like she was possessed (think like Salem, but less… Grimm-y), think like a cadaver that just came to life. She was only possessed for a brief time. My apologies if that came out unclear, I'll look over my previous chapter and see if I can rectify it. She will get to her regular appearance after she recovers in due time.

* * *

Another note, I have started a new story alongside this one. **_Black Mage,_** a _Familiar of Zero X Black Desert Online_ crossover, that I had started a while ago and have three chapters so far. If you like my writing, give my other story a look! (*cough* shameless plug *cough*)


	7. Notice 9-29-18 (Not Abandoned!)

Firstly, I apologize for not having a new chapter to post in such a long time. I have been extremely busy with graduate school and working on my post-graduate degree. Along with a full-time job that pays me well and not a horrid internship hourly wage. I'm usually just too busy or tired to really work on my stories. However, it does lend some explanation to not having posted any real content since the start of this year.

I, once again, apologize for the delay, but rest assuredly that I have not abandoned my stories, _**Black** **Mage** _ or _**Remanoir**_. I have a solid outline of the plot on both of my stories from start to finish.

* * *

Some people are also a bit confused on the timeline. Currently, we are about a decade, give or take a few years, before canon RWBY starts, with Velvet still being elementary school age. Long before she has yet to even attend Beacon or any sort of combat school. I'm being a bit wishy-washy with the actual years, but hopefully that clears things up a bit. However, do not fret as I will get to canon RWBY within a few chapters as I don't have plans to dwell too much pre-canon. I have a few events that will be quite interesting before joining RWBY show timeline.

I also made a few small mistakes in my old chapters and plan to go fix them (but wont' inhibit anyone's current experience)

 **390+** Favorites and **571+** Followers, a huge increase from my last chapter release! Just want to thank everyone for enjoying my most followed story and I hope to hear more from you guys! So please leave a review! If you like my work, please check out my author page to see my other stories and story prompts that might be the inspiration for a new story for other authors to use!

* * *

 **Answering Reviews**

 **ZenithTempest** – Rin does have that tendency—even in many fanfictions—to be the one that drives the plot forward. It's in her nature to act. But don't worry, she won't be the dominating factor in this story and I hope to incorporate her in a meaningful fashion that adheres to her character.

 **jlchrist** – Yes actually. _Glas_ is from Vindictus/Mabinogi, albeit Grimmy-fied. I thought it was rather fitting monstrosity, given that it was a monster summoned when attempting to bring about _Paradise_

However, it will not be the last horror that will show up in this story, far from it. The Grimm are a criminally unexplored subject matter in RWBY, and despite being the main back drop for Remnant's "problems," are reduced to be nothing more than cannon fodder. The entire story of RWBY has only really shown humanity (and Faunus) as the largest threat to itself (i.e. White Fang, human agents of Salem, etc). Other than Roman getting eaten by the Grimm, we haven't seen deaths on screen by any sort of Grimm. That's just stupid and shitty writing on part of CRWBY.

My story will, in an attempt, rectify that, albeit why I destroyed Oakenhille almost immediately as we are introduced to it. Villages will disappear overnight, communications will be severed unexpectedly, people go missing on an almost regular basis if you live outside the walls of the four main cities.

The Grimm are monsters, in every essence and meaning of the word. The fears that plague mankind should be reflected in the monsters that prey upon them.

 **Alexkellar** \- glad you've enjoyed my story, and don't worry! I haven't abandoned it! Just haven't had the time with real life.

 **Exillion** \- I know right? It's almost heretical!


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